Common use of Role of L/C Issuer Clause in Contracts

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the Borrower and the L/C Issuer and Lenders, the Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the such L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the Borrower and the L/C Issuers and Xxxxxxx, the Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Revolving Borrower agree ------------------ that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Revolving Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended -------- ------- to, and shall not, preclude the Borrowers’ Revolving 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section ------- 2.03(e); provided provided, however, that anything in such clauses to the contrary ------- -------- ------- notwithstanding, the Borrowers Revolving Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersRevolving Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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.consequential

Role of L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 An L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other 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 L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the applicable L/C Issuer shall be liable to any Global Lender under any Revolving Credit Lender Tranche for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders under such Revolving Tranche or the Required Global Majority Lenders under such Revolving LendersTranche, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.03(f); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove a court of competent jurisdiction determines in a final non-appealable judgment were caused by the such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or the L/C Issuer’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 L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer may send a reason 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 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 beneficiaryCredit.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the any L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such Xxxxxxxx’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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the any L/C Issuer, and the any L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter as determined by a court of Credit after the presentation to it competent jurisdiction by the beneficiary of a sight draft final and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnonappealable judgment. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Any L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves, as determined by a final and nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Dollar Tranche Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Dollar Tranche Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Dollar Tranche Lenders or the Tranche Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.03(d); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which Borrower that the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Any L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the any L/C Issuer, and the each L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Each L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and the Company (on behalf of itself and each Borrower Designated Borrower) agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Company and each Designated Borrower hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company or a Designated Borrower, as the case may be, from 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company or a Designated Borrower, as the case may be, may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the BorrowersCompany or a Designated Borrower, as the case may be, to the extent, but only to the extent, of any direct, direct damages (as opposed to consequential or exemplaryexemplary damages, damages claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Borrowers Company or a Designated Borrower, as the case may be, which the Borrowers prove Company or such Designated Borrower, as applicable, proves (as determined in a final judgment, with respect to which all appeals have been abandoned or exhausted, by a court of competent jurisdiction) were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible (a) for accepting documents that appear on their face to be in order except to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company or a Designated Borrower, as the case may be, which the Company or such Designated Borrower, as applicable, proves were caused by such L/C Issuer’s gross negligence or willful misconduct in determining that any such document appears on its face to be in order or (b) 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying ------------------ any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Agent-Related Person nor any of the L/C Issuerrespective correspondents, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this -------- ------- assumption is not intended to, and shall not, preclude the Borrowers’ Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses --------------- -------- ------- to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer Issuers 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 L/C IssuerIssuers, the Administrative AgentAgents, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Lenders, the Required Lenders, the Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’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 L/C IssuerIssuers, the Administrative AgentAgents, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree Xxxxxxxx agrees that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the an L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided 885707.04-LACSR02A - MSW NAI-1535672020v11535672020v8 provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the an L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the applicable L/C Issuer, and the such L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit issued by it 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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the applicable L/C Issuer 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 applicable L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of CreditCredit requested by the Borrower, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit, requested by the Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or misconduct, gross negligence or the material breach of any of its obligations hereunder or under any Issuer Document or under any Letter of Credit issued on the Borrower’s behalf or the L/C Issuer’s willful failure to pay under any Letter of Credit Credit, requested by the Borrower, 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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall will 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall will be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, willful misconduct or willful misconductbad faith; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall will not, preclude the Borrowers’ Borrower and/or another Subsidiary of Parent, as applicable, pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall will be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower and/or another Subsidiary of Parent, as applicable, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower or such other Subsidiary of Parent, to the extent, but only to the extent, of any direct, as opposed to special, punitive, consequential or exemplary, damages suffered by the Borrowers them which the Borrowers they prove were caused by the L/C Issuer’s willful misconduct or misconduct, gross negligence or bad faith or the L/C Issuer’s willful failure to pay or material breach in bad faith 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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer shall will 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of Neither the L/C Issuer, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentAffiliates, participant correspondents, participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None Neither the L/C Issuer, nor any of the respective Affiliates, correspondents, participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (ie)(i) through (viie)(v) of Section 2.03(e2.02(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any 84 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 No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of all Lenders, all Applicable Tranche Lenders, the Global Revolving Credit applicable Tranche Required Lenders or the Required Global Revolving Lenders, 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (ia) through (viie) of Section 2.03(e)5.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove it proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(eSECTION 2.03(E); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower the Company agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Credit, Bankers’ Acceptance or Issuer Document. The Borrowers Company hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Company which the Borrowers prove Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and and, in the absence of the L/C Issuer’s gross negligence or willful misconduct, the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or Bankers’ Acceptance 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. (i) Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any Agent Party nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final and 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agentany Agent Party, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viixiv) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 each case as determined in a CHAR1\1970297v6 final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 Without limitation of the generality of the foregoing, for the Borrower’s account, the L/C Issuer may send a at any time provide in the Letter of Credit or conduct any communication otherwise agree to do or from do 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.following:

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct on the part of such Person as found in a final and non-appealable decision 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e2.2(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were directly caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 as found in a final and non-appealable decision of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct or breach in bad faith of its obligations hereunder; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or breach in bad faith of its obligations hereunder or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of, and none of the L/C Issuer, the Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were directly caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the each L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, the Canadian Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, any Required Lenders or the any Required Global Revolving Multicurrency Facility 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C IssuerIssuers, the Administrative Agent, the Canadian Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer Issuers 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 , except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such L/C Issuer 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 beneficiaryIssuer.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(eSECTION 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's bad faith, willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the such L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the Borrower and the L/C Issuers and Xxxxxxx, the Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence negligence, as determined by a final and nonappealable judgment of a court of competent jurisdiction, or the such L/C Issuer’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) AMERICAS/2024050510.8 strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 Each L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents demand, certificate or other document 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 L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Required Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e) or clauses (i) through (iii) of this Section 2.03(f); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential special, indirect, consequential, punitive or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or the L/C Issuer’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 CreditCredit (in each case, as are determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (such gross negligence or willful misconduct as determined in a final, nonappealable 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the a L/C Issuer, and the a L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s 's willful misconduct or gross negligence (as determined in a final, nonappealable judgment by a court of competent jurisdiction) or the such L/C Issuer’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 L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct or breach in bad faith of its obligations hereunder; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or breach in bad faith of its obligations hereunder or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Working Capital Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor and any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for for: (i) any action taken or omitted in connection herewith not taken, at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable, in connection with a Letter of Credit or any Issuer Document; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, any action taken or not taken in connection with a Letter of Credit or any Issuer Document; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers As between Borrower and L/C Issuer, Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor and any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontained in such clauses, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove Borrower that Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument document 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 that may prove to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Agent-Related Person nor any of the L/C Issuerrespective correspondents, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant Quest Resource Credit Agreement Participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of the respective correspondents, Participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.14(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other 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 L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the applicable L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct as determined by a court of competent jurisdiction in a 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.03(f); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove a court of competent jurisdiction determines in a final non-appealable judgment were caused by the such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or the L/C Issuer’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 L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer may send a reason 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 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 beneficiaryCredit.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower of the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove were damages have been determined by a court of competent jurisdiction in a final and non-appealable judgment to have been caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and the Company (on behalf of itself and each Borrower Designated Borrower) agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Company and each Designated Borrower hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company or a Designated Borrower, as the case may be, from 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company or a Designated Borrower, as the case may be, may have a claim against Exhibit 4.1 the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the BorrowersCompany or a Designated Borrower, as the case may be, to the extent, but only to the extent, of any direct, direct damages (as opposed to consequential or exemplaryexemplary damages, damages claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Borrowers Company or a Designated Borrower, as the case may be, which the Borrowers prove Company or such Designated Borrower, as applicable, proves (as determined in a final judgment, with respect to which all appeals have been abandoned or exhausted, by a court of competent jurisdiction) were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible (a) for accepting documents that appear on their face to be in order except to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company or a Designated Borrower, as the case may be, which the Company or such Designated Borrower, as applicable, proves were caused by such L/C Issuer’s gross negligence or willful misconduct in determining that any such document appears on its face to be in order or (b) 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit The Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective its Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit the Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicableLender; (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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective its Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Target Revolving Credit Lender and each Borrower agree agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Target Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Target Revolving Credit Lenders or the Required Global Target 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 Issuer DocumentLetter of Credit Application. The Borrowers APP hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing APP’s pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.12(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers APP may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersAPP, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove APP that APP proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 that may prove to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower the Company agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any L/C Issuer, the Administrative Agent, any Lender, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Revolving Lenders or the Required Global Revolving LendersRequire Dollar Tranche Lender, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, 63861415 effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers Company hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’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 any L/C Issuer, the Administrative Agent, any Lender, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Company which the Borrowers prove Company proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 (other than as a result of an order of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 An L/C Issuer 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 such beneficiary.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a final and 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, indirect, punitive or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves, as determined by a final and non-appealable judgment of a court of competent jurisdiction, were caused by the such L/C Issuer’s willful misconduct or gross negligence negligence, as determined by a final and non-appealable judgment of a court of competent jurisdiction, or the such L/C Issuer’s willful failure failure, as determined by a final and non-appealable judgment of 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 any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Any L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 An L/C Issuer 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.62

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing any Borrower's pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.08(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove any Borrower that such Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 that may prove to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves, as determined by a final non-appealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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.a

Role of L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Revolving Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that Notwithstanding anything in such clauses to the contrary notwithstanding, herein the Borrowers Borrower may have a claim against the any L/C Issuer, and the any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary or transferee of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as such willful misconduct, gross negligence or willful failure is determined in a final, non-appealable judgment of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 , except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Issuer 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 beneficiaryIssuer.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontained in such clauses, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove Borrower that Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 unless L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 that may prove to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the each L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative any applicable Facility Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, any Required Lenders or the any Required Global Revolving Multicurrency Facility 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C IssuerIssuers, the Administrative any applicable Facility Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer Issuers 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 , except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such L/C Issuer 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 beneficiaryIssuer.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower the Company agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Credit, Bankers’ Acceptance or Issuer Document. The Borrowers Company hereby assume assumes all risks of the acts or omissions of any beneficiary Beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’s pursuing such rights and remedies as it may have against the beneficiary Beneficiary or transferee at law or under any other agreement. None of the any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Company which the Borrowers prove Company proves were caused by the such L/C Issuer’s bad faith, willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary Beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms an conditions. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or Bankers’ Acceptance 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 Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary 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.Beneficiary. 45

Role of L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Revolving Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Revolving Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Revolving Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving 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; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentL/C Certificate. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 any L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiiv) of Section 2.03(e2.3(e); provided provided, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s 's willful misconduct or gross negligence as determined by a court of competent jurisdiction or the such L/C Issuer’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 CreditCredit AND THE BORROWER FOR ITSELF AND ITS SUBSIDIARIES, HEREBY WAIVES AND RELINQUISHES ANY AND ALL CLAIMS IT MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (such gross negligence or willful misconduct as determined in a final, nonappealable 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the a L/C Issuer, and the a L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined in a final, nonappealable judgment by a court of competent jurisdiction) or the such L/C Issuer’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 L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 A L/C Issuer 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.. CHAR1\1285208v7 Exhibit 10.1

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’s '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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the any L/C Issuer, and the each L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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) all documents specified in such Letter of Credit strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Each L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, 101250789 129624357_3 preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the such L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 An L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 WEST\275206959.13 to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Dollar Tranche Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their respective Related Parties nor any correspondentthe correspondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Dollar Tranche Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Lenders or the Required Revolving Lenders or the Required Dollar Tranche 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 Issuer DocumentLetter of Credit Application. The Borrowers Parent Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Parent 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Parent Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersParent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Parent Borrower which the Borrowers prove Parent Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for of Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders, the Required Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued for the account of such Borrower; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers relevant Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer shall not 44 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree agrees that, in paying any drawing under a Letter of Credit, the L/L/ C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/L/ C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/L/ C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing any Borrower’s pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/L/ C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/L/ C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.03(e2.08(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/L/ C Issuer, and the L/L/ C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove any Borrower that such Borrower proves were caused by the L/L/ C Issuer’s willful misconduct or gross negligence or the L/L/ C Issuer’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 L/L/ C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/L/ C Issuer 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 that may prove to be invalid or ineffective for any reason. The L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the Borrower and the L/C Issuer and Lenders, the Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondent, participant correspondents or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request in connection with or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondent, participant correspondents or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e)the second preceding sentence; provided that anything in such clauses sentence to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Committed Loan Lender and each Borrower the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Committed Loan Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Committed Loan Lenders or the Class Required Global Revolving LendersLenders in respect of Committed Loans, 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 a 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 Issuer Document. The Borrowers Company hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’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 L/C Issuer, the Administrative Agent, any Committed Loan Lender, any of their respective Related Parties nor or any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Company which the Borrowers prove Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower of the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Subject to Section 2.14(b), the Borrowers hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it any of them may have against the beneficiary or transferee at law or under any other agreement. None of the any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower for whose benefit such Letter of Credit was issued may have a claim against the applicable L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer Issuers 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or a Majority in Interest of the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (ie)(i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer Issuers 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the any L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the any L/C Issuer, and the any L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter as determined by a court of Credit after the presentation to it competent jurisidction by the beneficiary of a sight draft final and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnonappealable judgment. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Any L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Agent-Related Person nor any of the L/C Issuerrespective correspondents, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers’ Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(eSECTION 2.14(E); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ a Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.03(d); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove a Borrower that such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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.of

Role of L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, ------------------ in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Agent-Related Person nor any of the L/C Issuerrespective correspondents, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this -------- ------- assumption is not intended to, and shall not, preclude the Borrowers’ Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the --------------- -------- ------- contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s 's willful misconduct or gross negligence or the such L/C Issuer’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 each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global The Borrower and, in the case of Revolving Letters of Credit, the Revolving Credit Lender and each Borrower Lenders agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 any L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiiv) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 AND THE PARENT GUARANTOR AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES HEREBY WAIVE AND RELINQUISH ANY AND ALL CLAIMS THEY MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Credit 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, ‑49‑ effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 An L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or, the Required Lenders or the Required Global Revolving Dollar Tranche 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any Lender, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 (other than as a result of an order of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer 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 No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of all Lenders, all Applicable Tranche Lenders, the Global Revolving Credit applicable Tranche Required Lenders or the Required Global Revolving Lenders, 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers’ any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (ia) through (viie) of Section 2.03(e)5.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove it proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the no L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove were damages have been determined by a court of competent jurisdiction in a final and non-appealable judgment to have been caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 44 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any Agent‑Related Person nor any of their respective Related Parties nor any correspondentthe correspondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agentany Agent‑Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for of Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document, except as required under such Letter of Credit. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the Borrower, the L/C Issuer and the Lenders, the Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Incremental Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer Issuers shall be liable to any Global Incremental Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Incremental Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that Notwithstanding anything in such clauses to the contrary notwithstandingherein, the Borrowers Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary or transferee of a sight draft and certificate(s) documents strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the an L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers As between the L/C Issuer, the Administrative Agent or any Lender, on the one hand, and the Borrower, on the other hand, the Company hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee or any third party at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Company which the Borrowers prove Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 Issuer DocumentLetter of Credit Application. The Borrowers Each Borrower and any other Five-Year Credit Agreement Applicant hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C Issuer, the Administrative any Agent, -Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower and any other Applicant may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowerssuch Borrower and such Applicant, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower or such Applicant which the Borrowers prove such Borrower or such Applicant proves were caused primarily by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Global Revolving Credit Lenders or the Required Global 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 49 Keystone Senior Credit Agreement document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ 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 L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers Borrower which the Borrowers prove Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the L/C Issuer 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 L/C Issuer 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 L/C Issuer. Each Global Revolving Credit Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the any L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Global Revolving Credit Lenders or the Required Global 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 Issuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ such 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 L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.03(e2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against the any L/C Issuer, and the any L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers such Borrower which the Borrowers prove such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter as determined by a court of Credit after the presentation to it competent jurisdiction by the beneficiary of a sight draft final and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnonappealable judgment. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, 72 #47923322 regardless of any notice or information to the contrary, and the such L/C Issuer 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 Any L/C Issuer 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.