Common use of Assumption of Risk by Borrower Clause in Contracts

Assumption of Risk by Borrower. As among Borrower and the ------------------------------ Lenders, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the validity or sufficiency of any instrument transferring or assigning, or purporting to transfer or assign, any 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; (iii) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Letter of Credit Issuer, the Administrative Agent and the ------------------------------ Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower’s account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions Letter of the applications for the issuance of Letters of CreditCredit Issuer, the Lenders, the Fronting Bank, and Administrative Agent and the Lenders shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentenceIssuer, the Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to Administrative Agent and the contraryLenders.

Assumption of Risk by Borrower. As among Borrower Subject to the provisions of Section 3.07(c), as between the Borrower, the Agent (provided that it has acted in good faith and with reasonable care) and the ------------------------------ LendersBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of Agent and the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent Banks shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, Agent and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryBanks.

Assumption of Risk by Borrower. As among Borrower Subject to the provisions of Section 3.09(c), as between the Borrower, the Agent (provided that it has acted in good faith and with reasonable care) and the ------------------------------ LendersBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of Agent and the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent Banks shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errorsiv)errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, Agent and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryBanks.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Letter of Credit Issuer, the Administrative Agent and the ------------------------------ Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions Letter of the applications for the issuance of Letters of CreditCredit Issuer, the Lenders, the Fronting Bank, and Administrative Agent and the Lenders shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentenceIssuer, the Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to Administrative Agent and the contraryLenders.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Issuing Bank, the Administrative Agent and the ------------------------------ LendersBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of CreditIssuing Bank, the Lenders, the Fronting Bank, and Administrative Agent and the Banks shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Issuing Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, Agent and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryBanks.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Administrative Agent, the Issuers, and the ------------------------------ Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of CreditAdministrative Agent, the Lenders, Issuers and the Fronting Bank, and Administrative Agent Lenders shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting BankAdministrative Agent, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of Issuers and the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Letter of Credit Issuer, the Agent and Banks, the ------------------------------ Lenders, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for the Borrower's or any Loan Party's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions Letter of the applications for the issuance of Letters of CreditCredit Issuer, the Lenders, Agent and the Fronting Bank, and Administrative Agent Banks shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentenceIssuer, the Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to Agent and the contraryBanks.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Agent, the Issuer and the ------------------------------ LendersBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for such Borrower's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of CreditAgent, the Lenders, Issuer and the Fronting Bank, and Administrative Agent Banks shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the LendersAgent, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, Issuer and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryBanks.

Assumption of Risk by Borrower. As among Borrower and the ------------------------------ LendersCredit Parties, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent Credit Parties shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, assign any 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; (iii) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of any Lender or the Fronting BankCredit Party, including, without limitation, any acts of any Governmental AuthoritiesGovernment Acts. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers of any of any Credit Party under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contrary3.8.

Assumption of Risk by Borrower. As among between the Borrower and the ------------------------------ LendersLender, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for the Borrower's or any Loan Party's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent Lender shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryLender.

Assumption of Risk by Borrower. As among between Borrower and the Lender, ------------------------------ Lenders, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent Lender shall not be responsible for: (ia) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be be, in any or all respects respects, invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (iib) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, assign any 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; (iiic) the failure of the beneficiary of any Letter of Credit to comply duly with the conditions required in order to draw upon such Letter of CreditCredit but only to the extent waived by Borrower where such failure results in damages to Borrower; (ivd) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (ve) errors in interpretation of technical termsterms other than those resulting from gross negligence or willful misconduct; (vif) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viig) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viiih) any consequences arising from causes beyond the control of any Lender or the Fronting BankLender, including, without limitation, any acts of any Governmental AuthoritiesGovernment Acts. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative AgentLender's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contrarySection.

Assumption of Risk by Borrower. As among Borrower and the ------------------------------ Lenders, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Issuing Bank, and Administrative Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the validity or sufficiency of any instrument transferring or assigning, or purporting to transfer or assign, any 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; (iii) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Issuing Bank, including, without limitation, any acts act of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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 contraryAuthority.

Assumption of Risk by Borrower. As among Borrower between the Borrower, the Issuing Bank, the Administrative Agent and the ------------------------------ Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit issued for the Borrower's or any Loan Party's account by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of CreditIssuing Bank, the Lenders, the Fronting Bank, and Administrative Agent and the Lenders shall not be responsible for: for (i) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any document submitted by any Person party in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning, assigning or purporting to transfer or assign, any 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; , (iii) the failure of the beneficiary of any a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telex or otherwise, whether or not they be in cipher; (v) , for errors in interpretation of technical terms; , (viv) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (viivi) the misapplication by the beneficiary of any a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or and (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Issuing Bank, including, without limitation, any acts of any Governmental Authorities. None of the foregoing shall affect, impair, or prevent the vesting of any of Administrative Agent and the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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.

Assumption of Risk by Borrower. As among Borrower and the ------------------------------ Lenders, Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the applications for the issuance of Letters of Credit, the Lenders, the Fronting Bank, and Administrative Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the validity or sufficiency of any instrument transferring or assigning, or purporting to transfer or assign, any 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; (iii) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of any Lender or the Fronting Bank, including, without limitation, any acts of any Governmental AuthoritiesGovernment Acts. None of the foregoing shall affect, impair, or prevent the vesting of any of the Lenders, the Fronting Bank or Administrative Agent's rights or powers under this Section 2.7. Borrower shall have a claim against the Fronting Bank, and the ----------- Fronting Bank shall be liable to Borrower, to the extent of any direct (but not indirect, consequential, remote, exemplary or punitive) damages suffered by Borrower or its Subsidiaries which Borrower proves in a final nonappealable judgment were caused by (A) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (B) the Fronting Bank's willful failure to pay under any Letter of Credit after presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. Subject to the preceding sentence, the Fronting Bank 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.