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

Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Credit, no L/C Issuer will have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by any Credit issued, or requested to be issued, by it) 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. Neither any L/C Issuer, nor Administrative Agent any of their respective Related Parties and any correspondent, participant or assignee of any L/C Issuer will be liable to any Lender for: (i) any action taken or not taken, at the request or with the approval of Lenders or Required Lenders, as applicable, in connection with a Letter of Credit or any Issuer Document; (ii) in the absence of gross negligence or willful misconduct of any L/C Issuer under the circumstances in question, as determined in a final, nonappealable judgment by a court of competent jurisdiction, any action taken or not taken in connection with a Credit or any Issuer Document; or (iii) the due execution, effectiveness, validity or enforceability of any document related to any Letter of Credit or Issuer Document. As between the Borrowers and any L/C Issuer, the Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit issued by such L/C Issuer; provided that this assumption is not intended to, and will not, preclude the Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither any L/C Issuer, nor Administrative Agent or any of their respective Related Parties or any correspondent, participant or assignee of any L/C Issuer will be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e); provided that, notwithstanding anything to the contrary contained in such clauses, the Borrowers may have a claim against a 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 that 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 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 Credit, as determined by a court of competent jurisdiction by final and nonappealable judgment. In furtherance and not in limitation of the foregoing, a L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer will be responsible for the validity or sufficiency of any document transferring or assigning or purporting to transfer or assign a Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason.

Role of L/C Issuers. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer will Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by any Credit issued, or requested to be issued, by itthe 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. Neither any No L/C Issuer, Issuer nor Administrative Agent any Affiliate thereof nor any of their the respective Related Parties and any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer will shall be liable to any Lender for: for (i) any action taken or not taken, omitted in connection herewith at the request or with the approval of the Lenders or the Required 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 negligence, willful misconduct or material breach in bad faith of any L/C Issuer under the circumstances in question, as determined in a final, nonappealable judgment by a court of competent jurisdiction, any action taken or not taken in connection with a Credit or any Issuer Documentan express contractual obligation; 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. As between the Borrowers and any L/C Issuer, the Borrowers 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 issued (other than the presentation of any sight draft, certificates and documents expressly required by such L/C Issuerthe Letter of Credit); provided provided, however, that this assumption is not intended to, and will shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither No L/C Issuer nor any Affiliate thereof, nor any of the respective correspondents, participants or assignees of any L/C Issuer, nor Administrative Agent or any of their respective Related Parties or any correspondent, participant or assignee of any L/C Issuer will shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e2.4(e); provided thatprovided, notwithstanding however, that anything in such clauses to the contrary contained in such clausesnotwithstanding, the Borrowers Borrower may have a claim against a 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 that Borrower which the Borrowers prove Borrower proves were caused by the such L/C Issuer’s willful misconduct or misconduct, gross negligence or the material breach of an express contractual obligation or 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, as determined by a court of competent jurisdiction by final and nonappealable judgment. In furtherance and not in limitation of the foregoing, a any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such L/C Issuer will shall not be responsible for the validity or sufficiency of any document 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, that which may prove to be invalid or ineffective for any reason.

Role of L/C Issuers. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a CreditLetter of Credit issued by any L/C Issuer, no such L/C Issuer will shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by any Credit issued, or requested to be issued, by itsuch 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. Neither None of any L/C Issuer, nor the Administrative Agent Agent, any of their respective Related Parties and nor any correspondent, participant or assignee of any L/C Issuer will shall be liable to any Lender for: for (i) any action taken or not taken, omitted in connection herewith at the request or with the approval of the Lenders or the Required 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 of any L/C Issuer under the circumstances in question, as determined in a final, nonappealable judgment by a court of competent jurisdiction, any action taken or not taken in connection with a Credit or any Issuer Documentmisconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. As between the Borrowers and any L/C Issuer, the Borrowers The Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit issued by such L/C IssuerLetter of Credit; provided provided, however, that this assumption is not intended to, and will shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither None of any L/C Issuer, nor the Administrative Agent or Agent, any of their respective Related Parties or any correspondent, participant or assignee of any L/C Issuer will shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e2.03(e); provided thatprovided, notwithstanding however, that anything in such clauses to the contrary contained in such clausesnotwithstanding, the Borrowers Borrower may have a claim against a 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 that 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 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, as determined by a court of competent jurisdiction by final and nonappealable judgment. In furtherance and not in limitation of the foregoing, a each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer will shall be responsible for the validity or sufficiency of any document 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, that which may prove to be invalid or ineffective for any reason.

Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, no L/C Issuer will shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by any Credit issued, or requested to be issued, by itthe 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. Neither any None of the L/C IssuerIssuers, nor the Administrative Agent Agent, any of their respective Related Parties and nor any correspondent, participant or assignee of any L/C Issuer will shall be liable to any Lender for: for (i) any action taken or not taken, omitted in connection herewith at the request or with the approval of the Required Lenders or the Required 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 of any L/C Issuer under the circumstances in question, as determined in a final, nonappealable final non-appealable judgment by of a court of competent jurisdiction; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any action taken draft, notice or not taken in connection with a other communication under or relating to any Letter of Credit or any Issuer Documenterror in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. As between the Borrowers and any L/C Issuer, the The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit issued by such L/C IssuerLetter of Credit; provided provided, however, that this assumption is not intended to, and will shall not, preclude the Borrowers from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither any None of the L/C IssuerIssuers, nor the Administrative Agent or Agent, any of their respective Related Parties or nor any correspondent, participant or assignee of any L/C Issuer will shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.04(e2.03(e); provided thatprovided, notwithstanding however, that anything in such clauses to the contrary contained in such clausesnotwithstanding, the Borrowers may have a claim against a an 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 that 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, as determined by a court of competent jurisdiction by final and nonappealable judgment. In furtherance and not in limitation of the foregoing, a each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no contrary (or such L/C Issuer will may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such L/C Issuer shall not be responsible for the validity or sufficiency of any document 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, that which may prove to be invalid or ineffective for any reason.