Common use of Liability for Acts and Omissions Clause in Contracts

Liability for Acts and Omissions. As between any VSE Entity and the LC Issuer, the Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefrom: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the particular Letter of Credit Application for such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof); (b) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (c) the failure of the beneficiary of any such Letter of Credit, or any other Person to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity and any beneficiary of any Letter of Credit or any such transferee; (d) 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; (e) errors in interpretation of technical terms; (f) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (g) the misapplication of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (h) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Government, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC Issuer be liable to any VSE Entity for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer (i) may rely on any oral or other communication believed in good faith by the LC Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter of Credit that is the subject to such order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Bank.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent's Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent's Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent's Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's or the Agent's Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC Issuer’s Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent's Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent's Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent's Affiliates under any resulting liability to the Borrower or any Bank.

Liability for Acts and Omissions. As between any VSE Entity Credit Party and the LC Issuer, or the Borrowers assume Issuer’s Affiliates, such Credit Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit, other than as a result of the gross negligence or willful misconduct of the Issuer as determined by a final non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity Credit Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Credit Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Credit Party and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuer or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC an Issuer from liability for the LC such Issuer’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC an Issuer or its Affiliates be liable to any VSE Entity Credit Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuer or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuer or its Affiliates under any resulting liability to the Borrowers or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipherencrypted; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchaser Agents and the Purchasers, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity the Borrowers and the LC IssuerAdministrative Agent and Lenders, the Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Administrative Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Administrative Agent shall have been notified thereof); (b) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (c) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrowers against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrowers and any beneficiary of any Letter of Credit or any such transferee; (d) 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; (e) errors in interpretation of technical terms; (f) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (g) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (h) any consequences arising from causes beyond the control of the LC IssuerAdministrative Agent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Administrative Agent's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Administrative Agent from liability for the LC Issuer’s Administrative Agent's gross negligence negligence, willful misconduct or willful misconduct, bad faith (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC Issuer Administrative Agent or the Administrative Agent's Affiliates be liable to any VSE Entity the Borrowers for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Administrative Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAdministrative Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Administrative Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each, an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Administrative Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put the Administrative Agent under any resulting liability to the Borrowers or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchaser Agents and the Purchasers, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence, as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (ia) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (iib) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iiic) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (ivd) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (ve) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vif) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerAdministrative Agent and Lenders, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Administrative Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Administrative Agent shall have been notified thereof); (b) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (c) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (d) 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; (e) errors in interpretation of technical terms; (f) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (g) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (h) any consequences arising from causes beyond the control of the LC IssuerAdministrative Agent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Administrative Agent's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Administrative Agent from liability for the LC Issuer’s Administrative Agent's gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC Issuer Administrative Agent or the Administrative Agent's Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Administrative Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAdministrative Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Administrative Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Administrative Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put the Administrative Agent under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent, the Borrowers assume Swing Loan Lender and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Credit Party and the applicable LC Issuer, the Borrowers assume or such LC Issuer’s Affiliates, such Credit Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Revolving Facility Letters of Credit. In furtherance and not in limitation of the foregoing, the such LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity Credit Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Revolving Facility Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the such LC Issuer or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Revolving Facility 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; (ciii) the failure of the beneficiary of any such Revolving Facility Letter of Credit, or any other Person party to which such Revolving Facility Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Revolving Facility Letter of Credit or any other claim of any VSE Entity Credit Party against any beneficiary of such Revolving Facility Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Credit Party and any beneficiary of any Revolving Facility Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Revolving Facility Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Revolving Facility Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Revolving Facility Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the such LC IssuerIssuer or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the such LC Issuer’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the such LC Issuer from liability for the such LC Issuer’s bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the such LC Issuer or its Affiliates be liable to any VSE Entity Credit Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Revolving Facility Letter of Credit. Without limiting the generality of the foregoing, the applicable LC Issuer and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the such LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Revolving Facility Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Revolving Facility Letter of Credit; (iii) may honor a previously dishonored presentation under a Revolving Facility Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the such LC IssuerIssuer or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Revolving Facility Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the such LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Revolving Facility Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Revolving Facility Letter of Credit fail to conform in any way with such Revolving Facility Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any LC Issuer or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such LC Issuer or its Affiliates under any resulting liability to the Company, any other Borrower or any Revolving Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchasers and the Purchaser Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchasers and the Purchaser Agents, including any act or omission omission, whether rightful or wrongful, of any Governmentpresent or future de jure or de facto Governmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ feeswithout limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers and the Purchaser Agents and each of its Affiliates: (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws Laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchasers and the Purchaser Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof)forged; (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchasers and the Purchaser Agents, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ feeswithout limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers and the Purchaser Agents and each of its Affiliates: (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC Issuer, the Borrowers assume Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrower and the LC Issuer, the Borrowers assume Agent and Lenders. Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrower, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Group Agents and the Lenders, on the other, such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries any beneficiary, “Applicant” or “Account Party” of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Group Agents or the Lenders shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Group Agents and the Lenders, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence or in Section 1.18 shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such the preceding sentence, in Section 1.18 or otherwise. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Group Agents or the Lenders or their respective Affiliates, be liable to any VSE Entity Borrower or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Group Agents and the Lenders and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Group Agents or the Lenders or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to any Borrower, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC Issuereach Issuing Bank, the Borrowers assume or its Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer each Issuing Bank shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer such Issuing Bank or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuersuch Issuing Bank or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuersuch Issuing Bank’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer any Issuing Bank from liability for the LC Issuersuch Issuing Bank’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer any Issuing Bank or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, each Issuing Bank and the LC Issuer Administrative Agent and their Affiliates (i) may rely on any oral or other communication believed in good faith by such Issuing Bank, the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuersuch Issuing Bank or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer such Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter of Credit that is the subject to such order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any Issuing Bank, the Administrative Agent or their Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank, the Administrative Agent or their Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants and the other Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank or any other Purchaser shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, any LC Participant and any Conduit Purchaser, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, any LC Participant, any Conduit Purchaser or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, any LC Participant and any Conduit Purchaser and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, any LC Participant, any Conduit Purchaser or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Borrower and the LC IssuerAgent and Lenders, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party, Bank issuer and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Bank.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC L/C Issuer, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC L/C Issuer shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if unless the LC L/C Issuer shall have been notified specific knowledge thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit (except for failures obvious on their face) or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC L/C Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC L/C Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC L/C Issuer from liability for the LC L/C Issuer’s gross negligence or willful misconduct, misconduct as finally determined by a final, non-appealable judgment of a court of competent jurisdiction, jurisdiction in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC L/C Issuer be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC L/C Issuer (i) may rely on any oral or other communication believed in good faith by the LC L/C Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC L/C Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC L/C Issuer in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerIssuing Bank, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Bank shall not be responsible for any of the followingfollowing including, including without limitation, any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Bank, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerIssuing Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, ) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Issuing Bank be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including including, without limitation, attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Issuing Lender: (iA) may rely on any oral or other communication believed in good faith by the LC Issuer Issuing Bank to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (iiB) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iiiC) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuing Lender; (ivD) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (vE) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (viF) may settle or adjust any claim or demand made on the LC Issuer Issuing Bank in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Bank under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerAgent, and except in the case of gross negligence or willful misconduct of the Agent, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any (unless arising from the gross negligence or willful misconduct of the followingAgent), including any losses or damages to any VSE Entity or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); , (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; , (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Lender against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Lender and any beneficiary of any Letter of Credit or any such transferee; , (div) 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; , (ev) errors in interpretation of technical terms; , (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; , (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any GovernmentAgent, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's rights or powers hereunder. Nothing In furtherance and extension and not in limitation of the preceding sentence shall relieve specific provisions set forth above, any action taken or omitted by the LC Issuer from liability for Agent under or in connection with the LC Issuer’s Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, without gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, shall not render the Agent liable in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC Issuer be liable to any VSE Entity for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer (i) may rely on any oral or other communication believed in good faith by the LC Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement respect to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier Borrower or any similar document and honor any drawing in connection with any Letter of Credit that is the subject to such order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of CreditLender.

Liability for Acts and Omissions. (i) As between any VSE Entity Seller, on the one hand, and each L/C Issuer and each other Indemnified Party, on the LC Issuerother, the Borrowers assume Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer no Indemnified Party shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC such L/C Issuer or such other Indemnified Party shall have been notified thereof); provided, that the foregoing shall not be construed to excuse any L/C Issuer from liability to Seller to the extent of any direct damages (bas opposed to consequential damages, claims in respect of which are hereby waived by Seller to the extent permitted by applicable law) suffered by Seller that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, that, in the absence of gross negligence or willful misconduct on the part of the applicable L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Governmentsuch Indemnified Party, and none of the above shall affect or impair, or prevent the vesting of, any of the LC any L/C Issuer’s or any other Indemnified Party’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC any of such L/C Issuer or other Indemnified Party be liable to Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (i) Without limiting the generality of the foregoing, the LC each L/C Issuer may (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issueran L/C Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; and (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; . (ii) In furtherance and (vi) may settle extension and not in limitation of the specific provisions set forth above, any action taken or adjust any claim omitted by an L/C Issuer under or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter the Letters of Credit that is issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such L/C Issuer under any resulting liability to any Seller Party, any Originator, any Purchaser, any Managing Agent, the subject to such order, notwithstanding that Administrative Agent or any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of CreditPerson.

Liability for Acts and Omissions. (a) As between any VSE Entity Borrowers and the LC Issuer, the Borrowers assume Swing Loan Lender, Agent and Xxxxxxx, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any [PHI Group] Revolving Credit, Term Loan and Security Agreement or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer or any of its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer or Issuer’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. [PHI Group] Revolving Credit, Term Loan and Security Agreement (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC Issuereach Issuing Lender, or an Issuing Lender’s Affiliates, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer applicable Issuing Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity the Borrower or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer applicable Issuing Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuerapplicable Issuing Lender or its Affiliates, as applicable, including any act or omission of any GovernmentOfficial Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuerapplicable Issuing Lender’s or its Affiliates’ rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer applicable Issuing Lender from liability for the LC Issuerapplicable Issuing Lender’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer applicable Issuing Lender or its Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer each Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer applicable Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuerapplicable Issuing Lender or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws Laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer applicable Issuing Lender or its Affiliates in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each, an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the applicable Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the applicable Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentOfficial Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party, each Issuing Bank and the LC IssuerAgents, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer neither any Agent nor any Issuing Bank shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuerany Issuing Bank or any Agent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agents' rights or powers hereunderhereunder or of any of the rights or powers hereunder of any Issuing Bank. Nothing in the preceding sentence shall shall: (x) relieve the LC Issuer any Agent from liability for the LC Issuer’s such Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence, or (y) relieve any Issuing Bank from liability for such Issuing Bank's gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the LC Issuer any Issuing Bank or any Agent be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, each Issuing Bank and the LC Issuer Agents (i) may rely on any oral or other communication believed in good faith by the LC Issuer any Issuing Bank or any Agent to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any Agent or any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put any Agent or any Issuing Bank under any resulting liability to the Borrower or any other Bank.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrative Agent, the Borrowers assume LC Bank and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the LC Issuer Bank or any Purchaser shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an Issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrative Agent, the LC IssuerBank and the Purchasers, including any act or omission of any Government, Governmental Acts; and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrative Agent, the LC Issuer Bank, the Purchasers or their respective Affiliates be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrative Agent, the LC Issuer Bank and the Purchasers and each of their respective Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrative Agent, the LC Issuer Bank, the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”), and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the LC Bank under any resulting liability to the Seller, any Related Committed Purchaser or any other Person, unless such LC Bank shall have acted with gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction,.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerLender, or the Borrowers assume Lender's Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerLender or its Affiliates, as applicable, including any act or omission of any GovernmentOfficial Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Lender's or its Affiliate's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Lender from liability for the LC Issuer’s Lender's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Lender or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerLender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored presentation under the laws or practices of the place where such bank is located, provided such negotiating bank was authorized by PNC (or the Borrowers, as applicable) to act in such capacity; and (vi) may settle or adjust any claim or demand made on the LC Issuer Lender or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Lender or its Affiliates under any resulting liability to any Borrower or any other Loan Party. This paragraph is not intended to relieve the Lender from liability, subject to the terms of Section 2.7.7 and set forth above in this Section 2.7.8, for conduct for which the Lender would not be entitled to indemnification under clause (A) of Section 2.7.7.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC Issuereach Issuing Bank, the Borrowers assume or its Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer each Issuing Bank shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer such Issuing Bank or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuersuch Issuing Bank or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuersuch Issuing Bank’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer any Issuing Bank from liability for the LC Issuersuch Issuing Bank’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer any Issuing Bank or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, each Issuing Bank and the LC Issuer Administrative Agent and their Affiliates (i) may rely on any oral or other communication believed in good faith by such Issuing Bank, the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuersuch Issuing Bank or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer such Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any Issuing Bank, the Administrative Agent or their Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank, the Administrative Agent or their Affiliates under any resulting liability to the Borrower or any Bank.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerAgent, or the Agent's Affiliates, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity the Borrower or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent's Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent's Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's or the Agent's Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC Issuer’s Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent's Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent's Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent's Affiliates under any resulting liability to the Borrower or any Bank.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; located and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerAgent, or the Agent's Affiliates, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity the Borrower or other Person or property relating therefrom: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent's Affiliates shall have been notified thereof); (b) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (c) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Borrower and any beneficiary of any Letter of Credit or any such transferee; (d) 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; (e) errors in interpretation of technical terms; (f) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (g) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (h) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent's Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's or the Agent's Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC Issuer’s Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC Issuer Agent or the Agent's Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent's Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent's Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent's Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent's Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent's Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's or the Agent's Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC Issuer’s Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent's Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "ORDER") and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent's Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent's Affiliates under any resulting liability to the Borrowers or any Bank.

Liability for Acts and Omissions. (a) As between any VSE Entity Borrowers and the LC Issuer, the Borrowers assume Swing Loan Lender, Agent and Xxxxxxx, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer or any of its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument [PHI Group] Revolving Credit, Term Loan and Security Agreement transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer or Issuer’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender. [PHI Group] Revolving Credit, Term Loan and Security Agreement

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the Administrator, the LC Bank, the LC Participants and the Issuer, on the Borrowers assume other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Bank, the LC Participants or the Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC Participants and the Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Bank, the LC Participants, the Issuer or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC Participants and the Issuer and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Bank, the LC Participants, the Issuer or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. (i) As between any VSE Entity the Credit Parties and the LC IssuerIssuing Banks, the Borrowers assume Swing Line Lender, the Agents and the Lenders, each Credit Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Banks shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (aA) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer an Issuing Bank or any of its Affiliates shall have been notified thereof); (bB) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (cC) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Credit Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Credit Party and any beneficiary of any Letter of Credit or any such transferee; (dD) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (eE) errors in interpretation of technical terms; (fF) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gG) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hH) any consequences arising from causes beyond the control of the LC Issueran Issuing Bank, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issueran Issuing Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer an Issuing Bank from liability for the LC Issuersuch Issuing Bank’s gross negligence negligence, bad faith or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (aA) through (hH) of such sentence. In no event shall the LC Issuer an Issuing Bank or an Issuing Bank’s Affiliates be liable to any VSE Entity Credit Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (ii) Without limiting the generality of the foregoing, the LC Issuer each Issuing Bank and each of its Affiliates: (iA) may rely on any oral or other communication believed in good faith by the LC Issuer such Issuing Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (iiB) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iiiC) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuersuch Issuing Bank or its Affiliates; (ivD) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (vE) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (viF) may settle or adjust any claim or demand made on the LC Issuer such Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put such Issuing Bank under any resulting liability to any Credit Party, any Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerIssuing Bank, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Bank, including any act or omission action of any GovernmentGovernmental Person, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Issuing Bank's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Bank from liability for the LC Issuer’s Issuing Bank's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer be liable to any VSE Entity for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change furtherance and extension and not in the value of any property relating to a Letter of Credit. Without limiting the generality limitation of the foregoingspecific provisions set forth above, the LC Issuer (i) may rely on any oral action taken or other communication believed in good faith omitted by the LC Issuer to have been authorized Issuing Bank under or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter the Letters of Credit that is issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the subject Issuing Bank under any resulting liability to such order, notwithstanding that the Borrower or any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of CreditBank.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAgent and Xxxxxxx, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit, other than in the case of bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s bad faith, gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank, any LC Participant or any Purchaser shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipherencrypted; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchaser Agents and the Purchasers, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for to the Seller in any independent action or proceeding brought by the Seller against the LC IssuerBank following reimbursement or payment by the Seller to the extent of any unavoidable direct damages suffered by the Seller that are caused directly by the LC Bank’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with the actions or omissions described in such clauses (ai) through (hviii) of such sentence.; provided that (i) the LC Bank shall be deemed to have acted with due diligence and reasonable care if it acts in accordance with standard letter of credit practice of commercial banks; and (ii) the Seller’s aggregate remedies against the LC Bank for wrongfully honoring a presentation or wrongfully retaining honored documents shall in no event exceed the aggregate amount paid by the Seller to the LC Bank with respect to the honored presentation, plus interest. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ feeswithout limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. (a) As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit, other than the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. (i) As between any VSE Entity Seller, on the one hand, and each L/C Issuer and each other Indemnified Party, on the LC Issuerother, the Borrowers assume Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer no Indemnified Party shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC such L/C Issuer or such other Indemnified Party shall have been notified thereof); provided, that the foregoing shall not be construed to excuse any L/C Issuer from liability to Seller to the extent of any direct damages (bas opposed to consequential damages, claims in respect of which are hereby waived by Seller to the extent permitted by applicable law) suffered by Seller that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, that, in the absence of gross negligence or willful misconduct on the part of the applicable L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Governmentsuch Indemnified Party, and none of the above shall affect or impair, or prevent the vesting of, any of the LC any L/C Issuer’s or any other Indemnified Party’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC any of such L/C Issuer or other Indemnified Party be liable to Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (ii) Without limiting the generality of the foregoing, the LC each L/C Issuer may (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issueran L/C Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; and (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; . (iii) In furtherance and (vi) may settle extension and not in limitation of the specific provisions set forth above, any action taken or adjust any claim omitted by an L/C Issuer under or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter the Letters of Credit that is issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such L/C Issuer under any resulting liability to any Seller Party, any Originator, any Purchaser, any Managing Agent, the subject to such order, notwithstanding that Administrative Agent or any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of CreditPerson.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchasers and the Purchaser Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof)forged; (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchasers and the Purchaser Agents, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneyswithout limitation Attorneys’ feesCosts), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers and the Purchaser Agents and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, or the Borrowers assume Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, following including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent or the Agent’s Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent or the Agent’s Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or the Agent’s Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. (i) As between any VSE Entity Borrowers and the LC IssuerIssuing Bank, the Borrowers assume Swingline Lender, Administrative Agent and Lexxxxx, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Bank or any of its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmentpresent or future de jure or de facto Governmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerIssuing Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Bank from liability for the LC IssuerIssuing Bank’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Issuing Bank or Issuing Bank’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. including (ii) Without limiting the generality of the foregoing, the LC Issuer Issuing Bank and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Issuing Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuing Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuing Bank under any resulting liability to any Borrower, Administrative Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC Issuer, the Borrowers assume Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer or Issuer’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property property, relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrower and the LC IssuerAdministrative Agent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of Of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Administrative Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer unless Administrative Agent shall have been notified thereofthereof in writing by Borrowers and Administrative Agent in its sole discretion determines it is not legally obligated to honor such documentation or application); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; thereof (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAdministrative Agent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, of any of the LC IssuerAdministrative Agent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Administrative Agent from liability for the LC IssuerAdministrative Agent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Administrative Agent or Administrative Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Administrative Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAdministrative Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Administrative Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without willfull misconduct or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Administrative Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants or any Purchaser shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants and the Purchasers, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person, unless such LC Bank shall have acted with gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction,.

Liability for Acts and Omissions. (a) As between any VSE Entity Borrowers and the LC IssuerAgent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have unless Agent has been notified thereofthereof by Borrowers and Agent in its sole discretion determines it is not legally obligated to honor such document or application); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAgent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC IssuerAgent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent or Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC Issuer Agent and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAgent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. (i) As between any VSE Entity the Credit Parties and the LC IssuerIssuing Banks, the Borrowers assume Swing Line Lender, the Agents and the Lenders, each Credit Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Banks shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (aA) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer an Issuing Bank or any of its Affiliates shall have been notified thereof); (bB) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (cC) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Credit Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Credit Party and any beneficiary of any Letter of Credit or any such transferee; (dD) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (eE) errors in interpretation of technical terms; (fF) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gG) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hH) any consequences arising from causes beyond the control of the LC Issueran Issuing Bank, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issueran Issuing Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer an Issuing Bank from liability for the LC Issuersuch Issuing Bank’s gross negligence negligence, bad faith or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (aA) through (hH) of such sentence. In no event shall the LC Issuer an Issuing Bank or an Issuing Bank’s Affiliates be liable to any VSE Entity Credit Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (ii) Without limiting the generality of the foregoing, the LC Issuer each Issuing Bank and each of its Affiliates: (iA) may rely on any oral or other communication believed in good faith by the LC Issuer such Issuing Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (iiB) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iiiC) DMFIRM #406105327 v2 91 may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuersuch Issuing Bank or its Affiliates; (ivD) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (vE) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (viF) may settle or adjust any claim or demand made on the LC Issuer such Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put such Issuing Bank under any resulting liability to any Credit Party, any Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerIssuing Lender, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Lender or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerIssuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Lender from liability for the LC IssuerIssuing Lxxxxx’s gross negligence or willful misconduct, misconduct or breach in bad faith by the Issuing Lender of its obligations under this Agreement (as finally determined by a court of competent jurisdictionjurisdiction in a final, non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Issuing Lender or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Issuing Lender or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerLender, or the Borrowers assume Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerLender or its Affiliates, as applicable, including any act or omission of any GovernmentOfficial Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerLender’s or its Affiliate’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Lender from liability for the LC IssuerLender’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Lender or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerLender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored presentation under the laws or practices of the place where such bank is located, provided such negotiating bank was authorized by Lender (or the Borrowers, as applicable) to act in such capacity; and (vi) may settle or adjust any claim or demand made on the LC Issuer Lender or its Affiliates in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each, an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Lender or its Affiliates under any resulting liability to any Borrower or any other Loan Party. This paragraph is not intended to relieve the Lender from liability, subject to the terms of Section 2.7.7 and set forth above in this Section 2.7.8, for conduct for which the Lender would not be entitled to indemnification under clause (A) of Section 2.7.7.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the Administrator, the LC Bank, the LC Participants and the Issuer, on the Borrowers assume other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Bank, the LC Participants or the Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC Participants and the Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Bank's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Bank, the LC Participants, the Issuer or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC Participants and the Issuer and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Bank, the LC Participants, the Issuer or their respective Affiliates, in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. (i) As between any VSE Entity U.S. Borrowers and the LC IssuerIssuing Bank, the Borrowers assume Swingline Lender, Administrative Agent and Lenders, each U.S. Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Bank or any of its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Bank, including any act or omission omission, whether rightful or wrongful, of any Governmentpresent or future de jure or de facto Governmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerIssuing Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Bank from liability for the LC IssuerIssuing Bank’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Issuing Bank or Issuing Bank’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (ii) Without limiting the generality of the foregoing, the LC Issuer Issuing Bank and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer Issuing Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuing Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Issuing Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuing Bank under any resulting liability to any Borrower, Administrative Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC Issuer, the Borrowers assume Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer or Issuer’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property property, relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of CreditCredit - AIC; (iii) may honor a previously dishonored presentation under a Letter of CreditCredit - AIC, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of CreditCredit - AIC; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit - AIC that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit - AIC fail to conform in any way with such Letter of Credit - AIC. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit-AIC issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC Issueran Issuing Lender, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer an Issuing Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer applicable Issuing Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuerapplicable Issuing Lender or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuerapplicable Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer an Issuing Lender from liability for the LC Issuersuch Issuing Lender’s gross negligence or willful misconduct, misconduct or breach in bad faith by such Issuing Lender of its obligations under this Agreement (as finally determined by a court of competent jurisdictionjurisdiction in a final, non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer an Issuing Lender or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer applicable Issuing Lender and each of its Affiliates (iA) may rely on any oral or other communication believed in good faith by the LC Issuer such Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (iiB) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iiiC) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuersuch Issuing Lender or its Affiliate; (ivD) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (vE) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (viF) may settle or adjust any claim or demand made on the LC Issuer such Issuing Lender or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity the Sellers, on the one hand, and the LC IssuerAgent, the Borrowers XX Xxxxx, the Financial Institutions, the Managing Agents and the Purchasers, on the other, the Sellers assume all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the foregoing, none of the LC Issuer Agent, the XX Xxxxx, the Financial Institutions, the Managing Agents or the Purchasers shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the any LC Issuer Bank or any Financial Institution shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Sellers against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Sellers and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipherencrypted; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, the XX Xxxxx, the Financial Institutions, the Managing Agents and the Purchasers, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the any LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the any LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Agent, the XX Xxxxx, the Financial Institutions, the Managing Agents or the Purchasers or their respective Affiliates, be liable to any VSE Entity Seller Party or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Agent, the XX Xxxxx, the Financial Institutions, the Managing Agents and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the applicable LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Agent, the XX Xxxxx, the Financial Institutions, the Managing Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such LC Bank under any resulting liability to any Seller Party, the Agent, any Financial Institution, any other Purchaser, any Managing Agent or any other Person.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchasers and the Purchaser Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries any beneficiary, “Applicant” or “Account Party” of such Letters Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile, electronic mail or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchasers and the Purchaser Agents, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such the preceding sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ feeswithout limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers and the Purchaser Agents and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Liability for Acts and Omissions. As between any VSE Entity the Borrower and the LC IssuerBank, or the Bank’s Affiliates, the Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of the Letters Letter of Credit by, the respective beneficiaries of such Letters the Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity the Borrower or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for such the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such the 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; (ciii) the failure of the beneficiary of any such the Letter of Credit, or any other Person party to which such the Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such the Letter of Credit or any other claim of any VSE Entity the Borrower against any beneficiary of such the Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Borrower and any beneficiary of any the Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex email or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such the Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerBank or its Affiliates, as applicable, including any act or omission of any GovernmentOfficial Body, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC IssuerBank’s gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Bank or its Affiliates be liable to any VSE Entity the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a the Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Bank and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Bank or such Affiliate to have been authorized or given by or on behalf of the applicant for a the Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a the Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Bank or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any the Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such the Letter of Credit fail to conform in any way with such the Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Bank or its Affiliates under or in connection with the Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Bank or its Affiliates under any resulting liability to the Borrower.

Liability for Acts and Omissions. As between any VSE Entity Credit Party and the applicable LC Issuer, the Borrowers assume or such LC Issuer’s Affiliates, such Credit Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Revolving Facility Letters of Credit. In furtherance and not in limitation of the foregoing, the such LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity Credit Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Revolving Facility Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the such LC Issuer or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Revolving Facility 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; (ciii) the failure of the beneficiary of any such Revolving Facility Letter of Credit, or any other Person party to which such Revolving Facility Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Revolving Facility Letter of Credit or any other claim of any VSE Entity Credit Party against any beneficiary of such Revolving Facility Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Credit Party and any beneficiary of any Revolving Facility Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Revolving Facility Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Revolving Facility Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Revolving Facility Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the such LC IssuerIssuer or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the such LC Issuer’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the such LC Issuer from liability for the such LC Issuer’s bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the such LC Issuer or its Affiliates be liable to any VSE Entity Credit Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Revolving Facility Letter of Credit. Without limiting the generality of the foregoing, the applicable LC Issuer and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the such LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Revolving Facility Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Revolving Facility Letter of Credit; (iii) may honor a previously dishonored presentation under a Revolving Facility Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the such LC IssuerIssuer or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Revolving Facility Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the such LC Issuer or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Revolving Facility Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Revolving Facility Letter of Credit fail to conform in any way with such Revolving Facility Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by any LC Issuer or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such LC Issuer or its Affiliates under any resulting liability to the Company, any other Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Borrowers and the LC IssuerAdministrative Agent and Lenders, the Borrowers assume each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, the LC Issuer Administrative Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Administrative Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAdministrative Agent, including any act or omission of any Governmentgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerAdministrative Agent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Administrative Agent from liability for the LC IssuerAdministrative Agent’s gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Administrative Agent or Administrative Agent’s Affiliates be liable to any VSE Entity Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Administrative Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Administrative Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerAdministrative Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Administrative Agent or its Affiliate in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Administrative Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Administrative Agent under any resulting liability to any Borrower or any Lender.

Liability for Acts and Omissions. (a) As between any VSE Entity Seller, on the one hand, and each LOC Issuer and each other Indemnified Party, on the LC Issuerother, the Borrowers assume Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of CreditCredit or such beneficiaries assignees except to the extent a loss results from any such act or omission or misuse solely as the result of the gross negligence or willful misconduct of the Indemnified Party as finally determined by a court of competent jurisdiction. In furtherance and not in limitation of the respective foregoing, the LC Issuer no Indemnified Party shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC such LOC Issuer or such other Indemnified Party shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Seller and any beneficiary of any Letter of Credit or any such transferee; (div) 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 cipherencrypted; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any Governmentsuch Indemnified Party, and none of the above shall affect or impair, or prevent the vesting of, any of the LC any LOC Issuer’s or any other Indemnified Party’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall the LC any of such LOC Issuer or other Indemnified Party be liable to Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC each LOC Issuer and each other Indemnified Party (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issueran LOC Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC any of an LOC Issuer or other Indemnified Party, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an LOC Issuer or its related Purchaser Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such LOC Issuer or such related Purchaser Agent under any resulting liability to Seller, Servicer, Originator, any Purchaser, any Agent, any Purchaser Agent or any other Person.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerAgent, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Agent shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Agent shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, Credit or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, Credit or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerAgent, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Agent's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Agent from liability for the LC Issuer’s Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, misconduct in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer be liable to any VSE Entity for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer (i) may rely on any oral or other communication believed in good faith by the LC Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter of Credit that is the subject to such order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

Liability for Acts and Omissions. (a) As between any VSE Entity Borrowers and the LC other Loan Parties and Issuer, the Borrowers assume Swing Loan Lender, Agent and Xxxxxxx, each Borrower and Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer or any of its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Borrower or any other Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Borrower or any other Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphfacsimile, telex or otherwise, whether or not they be in cipher; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuer, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s 's rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer from liability for the LC Issuer’s 's gross negligence or willful misconduct, misconduct (as finally determined by a court of competent jurisdiction, jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer or Issuer's Affiliates be liable to any VSE Entity Borrower or any other Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ ' fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. . (b) Without limiting the generality of the foregoing, the LC Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by the LC Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any similar document or instrument of like import (each an "Order") and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents 268323208 presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. (c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, any other Loan Party, Agent or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC IssuerIssuing Lender, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Lender shall not be responsible for any of the following, including any losses or damages to any VSE Entity Loan Party or other Person or property relating therefrom: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Issuing Lender or its Affiliates shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity Loan Party and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Lender or its Affiliates, as applicable, including any act or omission of any GovernmentGovernmental Authority, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerIssuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Issuing Lender from liability for the LC IssuerIssuing Xxxxxx’s gross negligence or willful misconduct, misconduct or breach in bad faith by the Issuing Lender of its obligations under this Agreement (as finally determined by a court of competent jurisdictionjurisdiction in a final, non-appealable judgment) in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the LC Issuer Issuing Lender or its Affiliates be liable to any VSE Entity Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the LC Issuer Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerIssuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer Issuing Lender or its Affiliate ​ in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

Liability for Acts and Omissions. As between any VSE Entity Loan Party and the LC Issuereach Issuing Letter of Credit Bank, the Borrowers assume such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such the Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer applicable Issuing Letter of Credit Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular application for an issuance of any Letter of Credit Application for issued by such Issuing Letter of CreditCredit Bank, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer such Issuing Letter of Credit Bank shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC Issuersuch Issuing Letter of Credit Bank, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s such Issuing Letter of Credit Bank's rights or powers hereunder. Nothing In furtherance and extension and not in limitation of the preceding sentence specific provisions set forth above, any action taken or omitted by any Issuing Letter of Credit Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall relieve not put such Issuing Letter of Credit Bank under any resulting liability to the LC Issuer from liability Borrower or any Banks. The Banks and any Loan Party may not commence a proceeding against any Issuing Letter of Credit Bank for the LC Issuer’s wrongful disbursement under a Letter of Credit issued by such Issuing Letter of Credit Bank as a result of acts or omissions constituting gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) misconduct of such sentence. In no event shall the LC Issuer be liable to any VSE Entity for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer (i) may rely on any oral or other communication believed in good faith by the LC Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Issuing Letter of Credit Bank, until the Banks have made and the Borrower has repaid the Revolving Credit Loans described in Section 2.9.4; provided, however, that is nothing in this Section 2.9 shall adversely affect the subject right of any Loan Party, after such payment, to commence any proceeding against such order, notwithstanding that any drafts or other documents presented in connection with such Issuing Letter of Credit fail to conform in Bank for any way with such Letter breach of Creditits obligations hereunder.

Liability for Acts and Omissions. As between any VSE Entity Borrower and the LC IssuerIssuing Bank, the Borrowers assume such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer Issuing Bank shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefromfor: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer shall have been notified thereof)forged; (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity and any beneficiary of any Letter of Credit or any such transferee; (div) 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; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the LC IssuerIssuing Bank, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s Issuing Bank's rights or powers hereunder. Nothing In furtherance and extension and not in limitation of the preceding sentence specific provisions set forth above, any action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder shall relieve not put the LC Issuer from Issuing Bank under any resulting liability for to the LC Issuer’s Borrowers except to the extent such action was taken or omitted as a result of the Issuing Bank's gross negligence or willful misconduct, as finally determined by . The Lenders may not commence a court of competent jurisdiction, in connection with actions or omissions described in such clauses (a) through (h) of such sentence. In no event shall proceeding against the LC Issuer be liable to any VSE Entity Issuing Bank for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the LC Issuer (i) may rely on any oral or other communication believed in good faith by the LC Issuer to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation wrongful disbursement under a Letter of Credit, whether such dishonor was pursuant to Credit as a court order, to settle result of acts or compromise any claim omissions constituting gross negligence or willful misconduct of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuing Bank until the LC Issuer; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separatelyLenders have made the Revolving Credit Loans described in Section 2.10(d), and shall the Borrowers may not be liable for any failure of any commence such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where a proceeding until such bank is located; and (vi) may settle or adjust any claim or demand made on the LC Issuer in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document and honor any drawing in connection with any Letter of Revolving Credit that is the subject to such order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of CreditLoans have been repaid.

Liability for Acts and Omissions. As between any VSE Entity the Seller, on the one hand, and the LC IssuerAdministrator, the Borrowers assume LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of the Letters any Letter of Credit by, the respective beneficiaries of such Letters Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers shall not be responsible for any of the following, including any losses or damages to any VSE Entity or other Person or property relating therefrom: for: (ai) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person party in connection with the particular Letter application for an issuance of Credit Application for any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Issuer Bank or any LC Participant shall have been notified thereof); (bii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (ciii) the failure of the beneficiary of any such Letter of Credit, or any other Person party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any VSE Entity the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any VSE Entity the Seller and any beneficiary of any Letter of Credit or any such transferee; (div) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipherencrypted; (ev) errors in interpretation of technical terms; (fvi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (gvii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit by the beneficiary of any such Letter of Credit; or (hviii) any consequences arising from causes beyond the control of the Administrator, the LC IssuerBank, the LC Participants, the Purchaser Agents and the Purchasers, including any act or omission of any GovernmentGovernmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC IssuerBank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Issuer Bank from liability for the LC Issuer’s its gross negligence or willful misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (ai) through (hviii) of such sentence. In no event shall the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, be liable to the Seller or any VSE Entity other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents and the Purchasers and each of its Affiliates (i) may rely on any oral or other written communication believed in good faith by the LC Issuer such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit, ; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC IssuerBank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Issuer Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant's ’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject to of such orderOrder, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.