Common use of Limitation of Liability With Respect to Letters of Credit Clause in Contracts

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, the Lenders and the Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, the Agent and the Lenders shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Agent or the Lenders, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the BorrowerBorrowers, the Lenders Banks, the Letter of Credit Banks, and the Agent, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, the Agent Banks, the Letter of Credit Banks and the Lenders Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forgedforged (unless manifestly so); (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Agent the Banks, the Letter of Credit Banks or the LendersAgent, including including, without limitation, any act or omission, rightfully or wrongfully, of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Banks', the Letter of Credit Banks' or the Agent's and the Lenders' rights or powers under this Agreement. (b) In furtherance and extension, extension of and not in limitationlimitation of, of the specified provisions set forth above, any action taken or omitted by the Agent or any Letter of Credit Bank under or in connection with any Letter of Credit or any related documentsRelated Documents, if taken or omitted in good faith, shall not expose any Bank, any Letter of Credit Bank or the Agent or any Lender to any liability to the Borrowers or relieve any Borrower or from any account party.of its obligations hereunder. ARTICLE III

Limitation of Liability With Respect to Letters of Credit. (a) As among the BorrowerBorrowers, the Lenders issuing bank, Agent and the AgentLenders, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither Agent, any Lender nor the Agent and the Lenders issuing bank shall not be responsible for: : (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; ; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; ; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; ; (v) errors in interpretations of technical terms; ; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; ; (vii) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or or (viii) any consequences arising from causes beyond the control of Agent the issuing bank or the LendersAgent, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' ’s or any Lender’s rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (ai) As among the BorrowerCompany, the Lenders and Guarantors, the Agent, the Borrower assumes Issuer and the Lenders, the Company and the Guarantors assume all risks of the acts and omissions of, or misuse of any each Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, the Agent Agent, the Issuer and the Lenders shall not be responsible for:(except to the extent that any of the following result from the bad faith or willful misconduct of the Issuer): (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any draftDraft, demand, application or other documents submitted by any party in connection with any Letter of Credit or the application for the issuance of any Letter of Credit, even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, part which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (ivD) for 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; (vE) for errors in interpretations of technical terms; (viF) for any loss or delay in the transmission or otherwise of any document required requiring to make a drawing Drawing under any Letter of Credit or with respect to the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing Drawing under such Letter of Credit; or (viiiH) for any consequences arising from causes beyond the control of Agent or the Lenders, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.beyond

Limitation of Liability With Respect to Letters of Credit. (a) As between or among the Borrower, the Lenders Agent and the AgentLenders, the Borrower assumes assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Agent and the Lenders nor any Lender shall not be responsible for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (iib) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; ; (iiic) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; ; (ivd) 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; ; (ve) errors in interpretations of technical terms; ; (vif) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; ; (viig) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or or (viiih) any consequences arising from causes beyond the control of the Agent or the Lendersany Lender, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' ’s or any Lender’s rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (ai) As among the Borrower, the Non-Issuing Lenders and the AgentTrust Company, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, the Agent Trust Company and the Non-Issuing Lenders shall not be responsible for: (iA) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party Person in connection accordance with the terms of any Letter of Credit (but not including the Letter of Credit itself), even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) the validity, genuineness or sufficiency of any instrument instruments transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, part which may prove to be invalid or ineffective for any reason; (iiiC) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (viiD) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viiiE) any consequences arising from causes beyond the control of Agent Trust Company or the Non-Issuing Lenders, including including, without limitation, any act or omission, rightfully or wrongfully, wrongfully of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the AgentTrust Company's and the Non-Issuing Lenders' rights or powers under this AgreementSection. (bii) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent Trust Company under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faithaccordance with the Uniform Customs and Practice for Documentary Credit (1994 Revision, Publication No. 500 of the International Chamber of Commerce No. 500) (or any successor publication) and the Uniform Commercial Code, as applicable, shall not expose the Agent Trust Company or any Non-Issuing Lender to any liability to the Borrower or relieve the Borrower of any account partyof its obligations hereunder.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, any Guarantors, the Lenders Lenders, and the Administrative Agent, the Borrower assumes and the Guarantors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Administrative Agent and nor the Lenders shall not be responsible for: (i) subject to clause (c)(iii), the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit (but not including the Letter of Credit itself), even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, part which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent or the Lenders, including including, without limitation, any act or omission, rightfully or wrongfully, wrongfully of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Administrative Agent's and the Lenders' rights or powers under this AgreementSection. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, any Guarantors, the Lenders Lenders, and the Administrative Agent, the Borrower assumes and the Guarantors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Administrative Agent and nor the Lenders shall not be responsible for: (i) subject to subparagraph (iii) of this paragraph (c), the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit (but not including the Letter of Credit itself), even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent or the Lenders, including including, without limitation, any act or omission, rightfully or wrongfullywrongfully of, of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Administrative Agent's and the Lenders' rights or powers under this AgreementSection. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, the Lenders Borrower and the Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Agent and the Lenders nor any Lender shall not be responsible for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (iib) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiic) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (ivd) 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; (ve) errors in interpretations of technical terms; (vif) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (viig) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viiih) any consequences arising from causes beyond the control of the Agent or the Lendersany Lender , including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the BorrowerBorrowers, the Lenders and the Agent, the Borrower assumes issuing bank and Lenders, the Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, none of the Agent and Agent, any Lender or the Lenders issuing bank shall not be responsible for: : (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (iib) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; ; (iiic) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; ; (ivd) 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; ; (ve) errors in interpretations of technical terms; ; (vif) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; ; (viig) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or or (viiih) any consequences arising from causes beyond the control of Agent the Agent, the issuing bank or the Lendersany Lender, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' ’s or any Lender’s rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, any Guarantors, the Lenders Lenders, and the Administrative Agent, the Borrower assumes and the Guarantors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Administrative Agent and nor the Lenders shall not be responsible for: (i) subject to clause (c)(iii), the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party Person in connection with any Letter of Credit (but not including the Letter of Credit itself), even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of CreditCredit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit provided that the payment by the Administrative Agent does not constitute gross negligence or wilful misconduct; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent or the Lenders, including including, without limitation, any act or omission, rightfully or wrongfully, wrongfully of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Administrative Agent's and the Lenders' rights or powers under this AgreementSection. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, the Lenders Agent and the AgentLenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Agent and the Lenders nor any Lender shall not be responsible for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (iib) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiic) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (ivd) 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; (ve) errors in interpretations of technical terms; (vif) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (viig) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viiih) any consequences arising from causes beyond the control of the Agent or the Lendersany Lender, including any act or omission, rightfully or wrongfully, of any present or future Governmental Authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' ’s or any Lender’s rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, . Nothing contained herein shall be deemed to relieve the issuer of the specified provisions set forth above, any action taken a Letter of Credit from liability for errors or omitted by the Agent under or omissions in connection with its honoring of any drawing under such Letter of Credit if such errors or omissions result from the gross negligence or willful misconduct of such issuer (but without in any related documents, if taken way impairing Borrower’s obligations under Section 3.10.3 or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account partySection 3.10.4).

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, the Lenders Lenders, the Agent and the AgentLetter of Credit Issuers, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, the Agent Agent, the Letter of Credit Issuers and the Lenders shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forgedforged (unless manifestly so); (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Agent Agent, the Letter of Credit Issuers or the Lenders, including including, without limitation, any act or omission, rightfully or wrongfully, of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and 's, the Letter of Credit Issuer's, or the Lenders' rights or powers under this Agreement. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent or any Letter of Credit Issuer under or in connection with any Letter of Credit or any related documentsRelated Documents, if taken or omitted in good faith, shall not expose the Agent Agent, any Letter of Credit Issuer or any Lender to any liability to the Borrower or relieve the Borrower from any account partyof its obligations hereunder.

Limitation of Liability With Respect to Letters of Credit. (a) As among the Borrower, any Guarantors, the Lenders Lenders, and the Agent, the Borrower assumes and the Guarantors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by, by the beneficiaries of such Letter of Credit. Without limiting the foregoing, neither the Agent and nor the Lenders shall not be responsible for: (i) subject to clause (c) (iii), the form, validity, sufficiency, accuracy, genuineness or legal effect of any draft, demand, application or other documents submitted by any party in connection with any Letter of Credit (but not including the Letter of Credit itself), even if such document should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity, genuineness or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, part which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit to the extent that the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretations of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required to make a drawing under any Letter of Credit or with respect to the proceeds thereof; (vii) the misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Agent or the Lenders, including including, without limitation, any act or omission, rightfully or wrongfully, wrongfully of any present or future Governmental Authoritygovernmental authority. None of the above circumstances shall affect, impair or prevent the vesting of any of the Agent's and the Lenders' rights or powers under this AgreementSection. (b) In furtherance and extension, and not in limitation, of the specified provisions set forth above, any action taken or omitted by the Agent under or in connection with any Letter of Credit or any related documents, if taken or omitted in good faith, shall not expose the Agent or any Lender to any liability to the Borrower or any account party.