Common use of Administration; Standard of Care Clause in Contracts

Administration; Standard of Care. Letter of Credit Issuing Bank will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank shall have any liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s gross negligence or by such Letter of Credit Issuing Bank’s willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not take any of the following actions without the written consent of each Participating Bank: (i) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (ii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (iv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party as freely as though no Participation had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank shall have any liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s 's gross negligence or by such Letter of Credit Issuing Bank’s 's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s 's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not take any of the following actions without the written consent of each Participating Bank: . (i) [reserved]; (ii) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (iiiii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iiiiv) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (ivv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the requisite Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party as freely as though no Participation had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank Chase will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank Chase shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank Chase and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Chase shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank Chase or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank Chase under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s Chase's gross negligence or by such Letter of Credit Issuing Bank’s Chase's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank Chase (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing BankChase, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank Chase to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party the Borrower or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party the Borrower or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s the Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank Chase or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party the Borrower or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not . (1) waive any Event default by the Borrower involving the payment of Default without the consent of the Participating Banks constituting the Required Banks and it will not take money to Chase pursuant to any of the following actions without the written consent of each Participating Bank: Loan Documents; (i2) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (ii3) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii4) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank Chase or to the Participating Banks pursuant to the terms of this Article IV; or (iv5) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank Chase shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank Chase and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party the Borrower as freely as though no Participation had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank shall have any liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s 's gross negligence or by such Letter of Credit Issuing Bank’s 's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s 's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required requisite Banks and it will not take any of the following actions without the written consent of each Participating Bank: (i) [reserved]; (ii) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (iiiii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iiiiv) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (ivv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the requisite Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party as freely as though no Participation had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank Chase will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.085.08, Letter of Credit Issuing Bank Chase shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank acknowledges that its Participation Participations hereunder is are without recourse to any Letter of Credit Issuing Bank Chase and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit Credit, as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Chase shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank Chase or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank Chase under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s Chase's gross negligence or by such Letter of Credit Issuing Bank’s Chase's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank Chase (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing BankChase, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank Chase to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability collectibility of any of the Loan Documents, for any failure by any Letter of Credit Account Party or any Person to perform its obligations thereunder, for a any Letter of Credit Account Party’s 's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank Chase or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each . (1) waive any default by any Letter of Credit Issuing Bank agrees that it will not waive any Event Party involving the payment of Default without the consent of the Participating Banks constituting the Required Banks and it will not take money to Chase pursuant to any of the following actions without Loan Documents; (2) extend the written consent time of each Participating Bank: payment of interest on any Letter of Credit Party's obligations to Chase with respect to any of the Letters of Credit for more than thirty (i30) days after any due date; (3) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (ii4) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii5) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank Chase or to the Participating Banks pursuant to the terms of this Article IVV; or (iv6) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank Chase shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banksas Chase shall deem appropriate. Each Letter of Credit Issuing Bank and the Participating Banks Chase may lend money to, accept deposits from, and generally engage in any kind of business with each any Letter of Credit Account Party as freely as though no Participation Participations had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank Chase will administer each Letter of Credit or Letter of Indemnity in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third second paragraph of this Section 4.085.05, Letter of Credit Issuing Bank Chase shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse . (a) waive any default by the Borrowers involving the payment of money to Chase pursuant to any of the Letters of Credit or Letters of Indemnity; (b) extend the time of payment of the fees to be paid for account of the Lenders pursuant to Section 3.03 with respect to any of the Letters of Credit; (c) extend the expiry date of any Letter of Credit Issuing Bank after the Revolving Credit Termination Date; or (d) reduce the fees charged on the Letters of Credit below the amount required to be paid to Chase or to the Lenders pursuant to the terms of this Article 5. Chase shall be fully justified in failing or refusing to take any action under any of the Facility Documents unless it shall first receive such advice or concurrence of the Lenders as Chase shall deem appropriate. Each Lender acknowledges that its Participations hereunder are without recourse to Chase and that each such Participating Bank Lender expressly assumes all risk of loss in connection with its Participation in the Letters of Credit and Letters of Indemnity, as if such Participating Bank Lender had directly provided such Letters of CreditCredit and Letters of Indemnity. No Letter of Credit Issuing Bank Chase shall have any liability no liability, express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank Chase or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank Chase under any of the Loan Facility Documents except for actual losses, if any, suffered by any Participating Bank Lender that are proximately caused either by such Letter of Credit Issuing Bank’s Chase's gross negligence or by such Letter of Credit Issuing Bank’s Chase's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank Chase (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing BankChase, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank Chase to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party the Borrowers or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Facility Documents, (d) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Facility Documents, for any failure by any Letter of Credit Account Party Borrower or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s any Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank Chase or any Participating Bank Lender in connection with, or otherwise referred to in, any of the Loan Facility Documents, and (f) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Facility Documents, or to inspect the property, books, or records of any Letter of Credit Account Party the Borrowers or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not take any of the following actions without the written consent of each Participating Bank: (i) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (ii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (iv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank and the Participating Banks Any Lender may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party the Borrowers as freely as though no Participation Participations had been granted to a Participating BankLender.

Administration; Standard of Care. CITBC will administer each Letter of Credit Issuing Bank will administer each Guaranty and Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank CITBC shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank Lender acknowledges that its Participation Participations hereunder is are without recourse to any Letter of Credit Issuing Bank CITBC and that each such Participating Bank Lender expressly assumes all risk of loss in connection with its Participation in the Letters Letter of Credit Guaranties, as if such Participating Bank Lender had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Guaranty. CITBC shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank CITBC or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank CITBC, under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank Lender that are proximately caused either by such Letter of Credit Issuing Bank’s CITBC's gross negligence or by such Letter of Credit Issuing Bank’s willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank CITBC (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, CITBC and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank CITBC to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or character relating to Borrower or any Letter Person providing a guaranty of Credit Account Party Borrower's Obligations under this Financing Agreement, or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party Borrower or any other Person to perform its obligations thereunderthereunder or under a guaranty of Borrower's Obligations under this Financing Agreement, for a Letter of Credit Account Party’s Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank CITBC, or any Participating Bank Lender in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan DocumentsDocuments or under a guaranty of Borrower's Obligations under this Financing Agreement, or to inspect the property, books, or records of any Letter of Credit Account Party Borrower or any other Person. Notwithstanding the provisions of the first paragraph of this Section 4.08paragraph 9, each Letter of Credit Issuing Bank CITBC agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not knowingly take any of the following actions without the written consent of each Participating BankLender: (i1) extend the maturity date time of payment on Borrower's obligations to CITBC with respect to any of the Letter of Credit beyond ninety Guaranties for more than thirty (9030) days after the Revolving Credit Termination Date; any due date or (ii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii2) reduce the fees charged on for the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (iv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan DocumentsGuaranties. Each Letter of Credit Issuing Bank CITBC shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party as freely as though no Participation had been granted to a Participating Bank.under

Administration; Standard of Care. CITBC will administer each Letter of Credit Issuing Bank will administer each Guaranty and Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank CITBC shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank Lender acknowledges that its Participation Participations hereunder is are without recourse to any Letter of Credit Issuing Bank CITBC and that each such Participating Bank Lender expressly assumes all risk of loss in connection with its Participation in the Letters Letter of Credit Guaranties, as if such Participating Bank Lender had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Guaranty. CITBC shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank CITBC or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank CITBC, under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank Lender that are proximately caused either by such Letter of Credit Issuing Bank’s CITBC's gross negligence or by such Letter of Credit Issuing Bank’s willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank CITBC (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, CITBC and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank CITBC to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or of character relating to any Letter of Credit Account Party Borrower, or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the 111 correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party Borrower or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank CITBC, or any Participating Bank Lender in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party Borrower or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08paragraph 9, each Letter of Credit Issuing Bank CITBC agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not knowingly take any of the following actions without the written consent of each Participating BankLender: (i1) extend the maturity date time of payment on Borrower's obligations to CITBC with respect to any of the Letter of Credit beyond ninety Guaranties for more than thirty (9030) days after the Revolving Credit Termination Date; any due date or (ii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii2) reduce the fees charged on for the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (iv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan DocumentsGuaranties. Each Letter of Credit Issuing Bank CITBC shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required BanksLenders as CITBC shall deem appropriate. Each Letter of Credit Issuing Bank and the Participating Banks CITBC may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party Borrower as freely as though no Participation Participations had been granted to a Participating BankLender.

Administration; Standard of Care. Letter of Credit Issuing Bank Chase will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank Chase shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank Chase and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Chase shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank Chase or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank Chase under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s Chase's gross negligence or by such Letter of Credit Issuing Bank’s Chase's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank Chase (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing BankChase, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall b)-shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank Chase to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party Borrower or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party Borrower or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank Chase or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party Borrower or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank Chase agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not take any of the following actions without the written consent of each Participating Bank: (i) extend -waive any Event of Default; (ii)-extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (iiiii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iiiiv) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank Chase or to the Participating Banks pursuant to the terms of this Article IV; or (ivv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank Chase shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banks. Each Letter of Credit Issuing Bank Chase and the Participating Banks may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party Borrower as freely as though no Participation had been granted to a Participating Bank.

Administration; Standard of Care. Letter of Credit Issuing Bank Chase will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.085.08, Letter of Credit Issuing Bank Chase shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank acknowledges that its Participation Participations hereunder is are without recourse to any Letter of Credit Issuing Bank Chase and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit Credit, as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Chase shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank Chase or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank Chase under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s Chase's gross negligence or by such Letter of Credit Issuing Bank’s Chase's willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank Chase (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing BankChase, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank Chase to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party the Borrower or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability of any of the Loan Documents, for any failure by any Letter of Credit Account Party the Borrower or any Person to perform its obligations thereunder, for a Letter of Credit Account Party’s the Borrower's use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank Chase or any Participating Bank in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan Documents, or to inspect the property, books, or records of any Letter of Credit Account Party the Borrower or any Person. Notwithstanding the provisions of the first paragraph of this Section 4.08, each Letter of Credit Issuing Bank agrees that it will not . (1) waive any Event default by the Borrower involving the payment of Default without the consent of the Participating Banks constituting the Required Banks and it will not take money to Chase pursuant to any of the following actions without Loan Documents; (2) extend the written consent time of each Participating Bank: payment of interest on the Borrower's obligations to Chase with respect to any of the Letters of Credit for more than thirty (i30) days after any due date; (3) extend the maturity date of any Letter of Credit beyond ninety (90) days after the Revolving Credit Termination Date; (ii4) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii5) reduce the fees charged on the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank Chase or to the Participating Banks pursuant to the terms of this Article IVV; or (iv6) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan Documents. Each Letter of Credit Issuing Bank Chase shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required Banksas Chase shall deem appropriate. Each Letter of Credit Issuing Bank and the Participating Banks Chase may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party the Borrower as freely as though no Participation Participations had been granted to a Participating Bank.

Administration; Standard of Care. CITBC will administer each Letter of Credit Issuing Bank will administer each Guaranty and Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank CITBC shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation Participations existed. Each Participating Bank Lender other than CITBC acknowledges that its Participation Participations hereunder is are without recourse to any Letter of Credit Issuing Bank CITBC and that each such Participating Bank Lender expressly assumes all risk of loss in connection with its Participation in the Letters Letter of Credit Guaranties, as if such Participating Bank Lender had directly provided such Letters of Credit. No Letter of Credit Issuing Bank Guaranty. CITBC shall have any no liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank CITBC or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank CITBC, under any of the Loan Documents relating to a Letter of Credit Guaranty except for actual losses, if any, suffered by any Participating Bank Lender that are proximately approximately caused either by such Letter of Credit Issuing Bank’s CITBC's gross negligence or by such Letter of Credit Issuing Bank’s willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank CITBC (a1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, CITBC and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b2) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank CITBC to be genuine and correct and to have been signed, sent, or made by the proper person, (c3) makes no warranty or representation of any kind or character relating to the Borrowers or any Letter Person providing a guaranty of Credit Account Party any Borrower's Obligations under this Agreement, or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with any of the Loan Documents, (d4) makes no warranty or representation as to, and shall not be responsible for the correctness as to form, the due execution, legality, validity, enforceability, genuineness, sufficiency, or collectability collectibility of any of the Loan DocumentsDocuments relating to a Letter of Credit Guaranty, for any failure by any Letter of Credit Account Party Borrower or any other Person to perform its obligations thereunderthereunder or under this Agreement, for a Letter of Credit Account Party’s the Borrowers' use of the proceeds therefrom, or for the preservation of the Collateral or the loss, depreciation, or release thereof, (e5) makes no warranty or representation as to, and assumes no responsibility for, the authenticity, validity, accuracy, or completeness of any notice, financial statement, or other document or information received by such Letter of Credit Issuing Bank CITBC, or any Participating Bank Lender in connection with, or otherwise referred to in, any of the Loan Documents, and (f6) shall not be required to make any inquiry concerning the observance or performance of any agreement contained in, or conditions of, any of the Loan DocumentsDocuments or under a guaranty of the Borrowers' Obligations under this Agreement, or to inspect the property, books, or records of any Letter of Credit Account Party the Borrowers or any other Person. Notwithstanding the provisions of the first paragraph of this Section 4.08Article IX, each Letter of Credit Issuing Bank CITBC agrees that it will not waive any Event of Default without the consent of the Participating Banks constituting the Required Banks and it will not knowingly take any of the following actions without the written consent of each Participating BankLender: (i1) extend the maturity date time of payment on Borrower's Obligations to CITBC with respect to any of the Letter of Credit beyond ninety Guaranties for more than thirty (9030) days after the Revolving Credit Termination Date; any due date or (ii) increase the amount of the Trade Letter of Credit Commitment or the Standby Letter of Credit Commitment; (iii2) reduce the fees charged on for the Letters of Credit below the amount required to be paid to such Letter of Credit Issuing Bank or to the Participating Banks pursuant to the terms of this Article IV; or (iv) release any Guarantor or any Collateral, except as otherwise contemplated in any Loan DocumentsGuaranties. Each Letter of Credit Issuing Bank CITBC shall be fully justified in failing or refusing to take any action under any of the Loan Documents relating to the Letter of Credit Guaranties unless it shall first receive such advice or concurrence of the Participating Banks constituting the Required BanksLenders as CITBC shall deem appropriate. Each Letter of Credit Issuing Bank and the Participating Banks CITBC may lend money to, accept deposits from, and generally engage in any kind of business with each Letter of Credit Account Party the Borrowers or any other Person as freely as though if no Participation Participations had been granted to a Participating Bankany Lender.