Common use of Indemnification; Assumption of Risk Clause in Contracts

Indemnification; Assumption of Risk. (a) The Borrower hereby agrees to indemnify and hold harmless the Agent, the Issuing Lender and each Facility B Lender and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind which any thereof may incur by reason of or in connection with the execution and delivery, issuance or transfer of, or any payment or failure to pay under, the Facility B Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Lender for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the gross negligence, wilful misconduct, or failure to negotiate any draft in accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500 on the part of the Issuing Lender in making payment under the Facility B Letter of Credit. (b) The Borrower assumes all risks of the acts or omissions of the beneficiary of the Facility B Letter of Credit with respect to its use thereof or reliance thereon. Neither the Facility B Lenders, the Issuing Lender, nor the Agent shall be responsible: for the validity or genuineness of certificates or other documents delivered under or with the Facility B Letter of Credit, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged; for errors, omissions, interruptions or delays in transmission or delivery of any 27 39 messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; for errors in translation or for errors in interpretation of technical terms; for any failure or inability by any Facility B Lender, the Issuing Lender or the Agent or anyone else to perform under the foreign laws, customs or regulations or by reason of any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; or for any other consequences arising from causes beyond any Facility B Lender's, the Issuing Lender's or the Agent's control; nor shall any Facility B Lender, the Issuing Lender, or the Agent be responsible for any error, neglect, or default of any correspondent of such Person; and none of the above shall affect, impair or prevent the vesting of any of the rights or powers of any Facility B Lender, the Issuing Lender or the Agent under any of the Transaction Documents. The Issuing Lender may accept statements, certificates or other documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the Borrower agrees that any action taken by any Facility B Lender, the Issuing Lender or the Agent in good faith in connection with the Facility B Letter of Credit, or the relevant drafts, certificates or other documents, shall be binding on the Borrower and shall not result in any liability of such Facility B Lender, the Issuing Lender or the Agent to the Borrower. Nothing herein shall limit the Borrower's right to pursue its remedies against the beneficiary of the Facility B Letter of Credit in connection with any improper or fraudulent draw.

Indemnification; Assumption of Risk. (a) The Borrower hereby agrees to indemnify and hold harmless the Agent, the Issuing Lender and each Facility B Lender and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind which any thereof may incur by reason of or in connection with the execution and delivery, issuance or transfer of, or any payment or failure to pay under, the Facility B Letter Letters of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Lender for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the gross negligence, wilful willful misconduct, or failure to negotiate any draft in accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500 on the part of the Issuing Lender in making payment under the a Facility B Letter of Credit. (b) The Borrower assumes all risks of the acts or omissions of the each beneficiary of the a Facility B Letter of Credit with respect to its use thereof or reliance thereon. Neither the Facility B Lenders, the Issuing Lender, nor the Agent shall be responsible: for the validity or genuineness of certificates or other documents delivered under or with the Facility B Letter of Credit, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged; for errors, omissions, interruptions or delays in transmission or delivery of any 27 39 messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; for errors in translation or for errors in interpretation of technical terms; for any failure or inability by any Facility B Lender, the Issuing Lender or the Agent or anyone else to perform under the foreign laws, customs or regulations or by reason of any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; or for any other consequences arising from causes beyond any Facility B Lender's, the Issuing Lender's or the Agent's control; nor shall any Facility B Lender, the Issuing Lender, or the Agent be responsible for any error, neglect, or default of any correspondent of such Person; and none of the above shall affect, impair or prevent the vesting of any of the rights or powers of any Facility B Lender, the Issuing Lender or the Agent under any of the Transaction Documents. The Issuing Lender may accept statements, certificates or other documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the Borrower agrees that any action taken by any Facility B Lender, the Issuing Lender or the Agent in good faith in connection with the Facility B Letter of Credit, or the relevant drafts, certificates or other documents, shall be binding on the Borrower and shall not result in any liability of such Facility B Lender, the Issuing Lender or the Agent to the Borrower. Nothing herein shall limit the Borrower's right to pursue its remedies against the beneficiary of the Facility B Letter of Credit in connection with any improper or fraudulent draw.other

Indemnification; Assumption of Risk. (a) The Borrower hereby agrees to indemnify and hold harmless the Agent, the each Issuing Lender and each Facility B Lender and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind which any thereof may incur by reason of or in connection with the execution and delivery, issuance or transfer of, or any payment or failure to pay under, the any Facility B Letter of Credit; providedPROVIDED, however, that the Borrower shall not be required to indemnify the Issuing Lender for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the gross negligence, wilful misconduct, or failure to negotiate any the draft in accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500 on the part of the Issuing Lender in making payment under the a Facility B Letter of Credit. (b) The Borrower assumes all risks of the acts or omissions of the any beneficiary of the any Facility B Letter of Credit issued for its account with respect to its use thereof or reliance thereonon any such Facility Letter of Credit. Neither the Facility B Lenders, the Issuing LenderLenders, nor the Agent shall be responsible: for the validity or genuineness of certificates or other documents delivered under or with the any Facility B Letter of Credit, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged; for errors, omissions, interruptions or delays in transmission or delivery of any 27 39 messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; for errors in translation or for errors in interpretation of technical terms; for any failure or inability by any Facility B Lender, the any Issuing Lender or the Agent or anyone else to perform under the foreign laws, customs or regulations or by reason of any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; or for any other consequences arising from causes beyond any Facility B Lender's, the any Issuing Lender's or the Agent's control; nor shall any Facility B Lender, the any Issuing Lender, or the Agent be responsible for any error, neglect, or default of any correspondent of such Person; and none of the above shall affect, impair or prevent the vesting of any of the rights or powers of any Facility B Lender, the any Issuing Lender or the Agent under any of the Transaction Loan Documents. The Each Issuing Lender may accept statements, certificates or other documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the Borrower agrees that any action taken by any Facility B Lender, the any Issuing Lender or the Agent in good faith in connection with the any Facility B Letter of Credit, or the relevant relative drafts, certificates or other documents, shall be binding on the Borrower and shall not result in any liability of such Facility B Lender, the such Issuing Lender or the Agent to the Borrower. Nothing herein shall limit Borrower except as provided in the Borrower's right to pursue its remedies against parenthetical phrase which appears in Section 2.2.5(c)(vi) or otherwise resulting solely from the beneficiary gross negligence or wilful misconduct of the Issuing Lender, the Agent or any Lender or the failure of the Issuing Lender to negotiate a Facility B Letter of Credit in connection accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500; and the Borrower makes like agreement as to any improper inaction or fraudulent drawomission.

Indemnification; Assumption of Risk. (a) The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent, the Issuing Lender and each Facility B Lender and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind which any thereof may incur by reason of or in connection with the execution and delivery, issuance or transfer of, or any payment or failure to pay under, the any Facility B Letter of CreditL/C; provided, however, that the Borrower shall not be required to indemnify the Issuing Lender for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the gross negligence, wilful misconduct, or failure to negotiate any the draft in accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500 on the part of the Issuing Lender in making payment under the a Facility B Letter of Credit.L/C. (b) The Borrower assumes all risks of the acts or omissions of the any beneficiary of the any Facility B Letter of Credit L/C issued for its account with respect to its use thereof or reliance thereon. on any such Facility L/C. Neither the Facility B Lenders, the Issuing Lender, nor the Administrative Agent shall be responsibleresponsible for: for the validity or genuineness of certificates or other documents delivered under or with the any Facility B Letter of CreditL/C, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged; for errors, omissions, interruptions or delays in transmission or delivery of any 27 39 messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; for errors in translation or for errors in interpretation of technical terms; for any failure or inability by any Facility B Lender, the Issuing Lender or the Administrative Agent or anyone else to perform under the foreign laws, customs or regulations or by reason of any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; or for any other consequences arising from causes beyond any Facility B Lender's, the Issuing Lender's or the Administrative Agent's control; nor shall any Facility B Lender, the Issuing Lender, or the Administrative Agent be responsible for any error, neglect, or default of any correspondent of such Person; and none of the above shall affect, impair or prevent the vesting of any of the rights or powers of any Facility B Lender, the Issuing Lender or the Administrative Agent under any of the Transaction Loan Documents. The Issuing Lender may accept statements, certificates or other documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the Borrower agrees that any action taken by any Facility B Lender, the Issuing Lender or the Administrative Agent in good faith in connection with the any Facility B Letter of CreditL/C, or the relevant drafts, certificates or other documents, shall be binding on the Borrower and shall not result in any liability of such Facility B Lender, the Issuing Lender or the Administrative Agent to the Borrower. Nothing herein shall limit Borrower except as provided in the Borrower's right to pursue its remedies against parenthetical phrase which appears in Section 2.2.5(c)(vi) or otherwise resulting solely from the beneficiary gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or any Lender or the failure of the Issuing Lender to negotiate a Facility B Letter L/C in accordance with the standard of Credit in connection with care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500; and the Borrower makes like agreement as to any improper inaction or fraudulent drawomission.