Common use of Nature of Issuing Bank's Duties Clause in Contracts

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Company, Issuing Bank and each Pre-Funded L/C Lender, Company assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction, or misuse of the Letter of Credit by the beneficiaries of the Letter of Credit. In furtherance and not in limitation of the foregoing, neither Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the validity, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign 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, (c) for failure of the beneficiary of the Letter of Credit to strictly comply with conditions required in order to draw upon the Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing honored under the Letter of Credit. Any action taken or omitted to be taken by Issuing Bank under or in connection with the Letter of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes the Borrowers assume all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, the Administrative Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the validity, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of the Administrative Agent or any Pre-Funded L/C Lender to Company any Borrower except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Companyany Borrower and any Issuing Bank, Issuing Bank and each Pre-Funded L/C Lender, Company Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither such Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible for: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party Person in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with any conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored or payment under the such Letter of CreditCredit or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including any acts of any Governmental Authorities, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder. Any In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this Section 3.5, any action taken or omitted to be taken by any Issuing Bank under or in connection with the Letter Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create put such Issuing Bank under any resulting liability to the Borrowers. Notwithstanding anything to the contrary contained in this Section 3.5, the Borrowers shall retain any and all rights they may have against any Issuing Bank for any liability on arising solely out of the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between among the Company, any Issuing Bank and each Pre-Funded L/C Lenderother Bank, the Company assumes all risks of the acts and omissions of such Issuing Bank (except to the extent that it is finally judicially determined that such action acts or omission constitutes omissions were the result of such Issuing Bank's gross negligence or willful misconduct as determined by a court of competent jurisdiction, ) or misuse of the Letter Letters of Credit by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Administrative Agent, any Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C Lenders other Banks shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance Issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of such Issuing Bank, the Administrative Agent or the other Banks. The Issuing Bank shall not be obligated to and shall not pay against any non-conforming documents presented to it in connection with any Letters of Credit without the prior written consent of the Company. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Issuing Bank any liability on to the part of Company, the Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank.

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Companythe Borrower and any Issuing Bank, Issuing Bank and each Pre-Funded L/C Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither such Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible for: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party Person in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with any conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopyfacsimile, facsimile e-mail or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored or payment under the such Letter of CreditCredit or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including any acts of any Governmental Authorities, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder. Any In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this Section 3.5, any action taken or omitted to be taken by any Issuing Bank under or in connection with the Letter Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create put such Issuing Bank under any resulting liability to the Borrower. Notwithstanding anything to the contrary contained in this Section 3.5, the Borrower shall retain any and all rights it may have against any Issuing Bank for any liability on arising solely out of the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of the Issuing Bank (except to the extent that it is finally judicially determined that such action acts or omission constitutes omissions were the result of the Issuing Bank's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct), or misuse of the Letter Letters of Credit by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of the Issuing Bank, the Agent or the other Lenders. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on Credit, if taken or omitted in the part absence of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct, shall not create for the Issuing Bank any liability to the Borrower, the Agent or any Lender.

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Companyeach Obligor and any ------------------------------- Issuing Bank, Issuing Bank and each Pre-Funded L/C Lender, Company such Obligor assumes all risks of the acts and omissions of Issuing Bank except to of, the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionsolvency of, or misuse of the Letter Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither such Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible for: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with any conditions required in order to draw upon the such Letter of Credit, it being understood that such Obligor shall not be required to reimburse or otherwise indemnify the Issuing Bank in respect of any payments or acceptance of an Accepted Time Drafts by such Issuing Bank under the applicable Letter of Credit constituting gross negligence or willful misconduct of such Issuing Bank under the circumstances in question; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be in cipher, ; (ev) for errors in interpretation of technical terms, terms or in translation; (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof; (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under such Letter of Credit; (viii) any consequences arising from causes beyond the control of such Issuing Bank, including without limitation any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank's rights or powers hereunder; (ix) the effectiveness or suitability of any Letter of Credit for such Obligor's purpose, or be regarded as the drafter of such Letter of Credit regardless of any assistance that the Issuing Bank may, in its discretion, provide to such Obligor in preparing the text of the Letter of Credit or amendments thereto; or (x) any consequential or special damages, or for any damages resulting from any change in the value of any goods or other property covered by any Letter of Credit. Any An Issuing Bank may, without being placed under any resulting liability, (i) rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in Good Faith to have been authorized (in writing) by an Obligor, whether or not given or signed by an authorized person; (ii) disregard (A) any requirement stated in a Letter of Credit that any draft, certificate or other document be presented to it at a particular hour or place and (B) any discrepancies that do not reduce the value of the beneficiary's performance to any Obligor in any transaction underlying a Letter of Credit; (iii) accept as a draft any written demand for payment under a Letter of Credit, regardless of the legal sufficiency of such demand as a draft; (iv) honor a previously dishonored presentation under a Letter of Credit, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonored, or otherwise, and shall be entitled to reimbursement to the same extent as if it had initially honored plus reimbursement of any interest paid by it; or (v) may pay any paying or negotiating bank (designated or permitted by the terms of a Letter of Credit) claiming that it rightfully honored under the laws or practices of the place where it is located. In furtherance and extension and not in limitation of the specific provisions set forth in the first two paragraphs of this Section 2.15(b), any action taken or omitted to be taken by any Issuing Bank under or in connection with the Letter Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in Good Faith, shall not create put such Issuing Bank under any resulting liability to the Obligors. Notwithstanding anything to the contrary contained in this Section 2.15, each Obligor shall retain any and all rights it may have against any Issuing Bank for any liability on arising out of the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionsuch Issuing Bank.

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between CompanyBorrower and any Issuing Bank, Issuing Bank and each Pre-Funded L/C Lender, Company Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither such Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible for: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with any conditions required in order to draw upon the such Letter of Credit, ; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be in cipher, ; (ev) for errors in interpretation of technical terms, ; (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof; (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder. Any In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this subsection 3.5B, any action taken or omitted to be taken by any Issuing Bank under or in connection with the Letter Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create put such Issuing Bank under any resulting liability to Borrower. Notwithstanding anything to the contrary contained in this subsection 3.5, Borrower shall retain any and all rights it may have against any Issuing Bank for any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes arising out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of the Issuing Bank (except to the extent that it is finally judicially determined that such action acts or omission constitutes omissions were the result of the Issuing Bank's gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct), or misuse of the Letter Letters of Credit by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of the Issuing Bank, the Agent or the other Lenders. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on Credit, if taken or omitted in the part absence of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct, shall not create for the Issuing Bank any liability to the Borrower, the Agent or any Lender.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes the Borrowers assume all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of Administrative the Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionany Borrower.

Nature of Issuing Bank's Duties. In determining whether to pay under the ------------------------------- any Letter of Credit, each Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, an Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by each Issuing Bank by, the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither no Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , and (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of such Issuing Bank under or the other Lenders; provided, however, -------- ------- that nothing in connection with the Letter this sentence shall relieve an Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by the Issuing Bank by, the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , or (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of the Issuing Bank under or the other Lenders; provided, however that nothing in connection with this sentence shall relieve the Letter Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay ------------------------------- under the any Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between the Company, any Issuing Bank and each Pre-Funded L/C Lenderother Bank, the Company assumes all risks of the acts and omissions of such Issuing Bank (except to the extent that it is finally judicially determined that such action acts or omission constitutes omissions were the result of such Issuing Bank's gross negligence or willful misconduct as determined by a court of competent jurisdiction, misconduct) or misuse of the Letter Letters of Credit by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Administrative Agent, any Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C Lenders other Banks shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance Issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of such Issuing Bank, the Administrative Agent or the other Banks. Any action taken or omitted to be taken by The Issuing Bank under or shall not be obligated to and shall not pay against any non-conforming documents presented to it in connection with the Letter any Letters of Credit shall not create any liability on without the part prior written consent of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction.the

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As Subject to the last sentence of this Section 3.7, as between Companythe Borrowers, the Issuing Bank and each Pre-Funded L/C other Lender, Company assumes the Borrowers assume all risks of the acts and omissions of the Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the Letter Letters of Credit issued by the Issuing Bank by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit Credit, of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of the Issuing Bank or the other Lenders. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. The Issuing Bank shall have no liability to the Borrowers or any Lender for any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, unless such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create any liability on of the part of Administrative Agent Issuing Bank to the Borrowers or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionLender.

Nature of Issuing Bank's Duties. In determining whether addition to ------------------------------------------------ amounts payable as elsewhere provided in this Section 1.13, without duplication, the Borrower hereby agrees to protect, indemnify, pay and save each Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which such Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Letters of Credit or (ii) the failure of such Issuing Bank to honor a drawing under the any Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter in each case as a result of Credit have been delivered and that they comply on their face with the requirements any act or omission, whether rightful or wrongful, of the Letter of Creditany present or future de jure or de facto ------- -------- government or Governmental Authority (all such acts or omissions herein called "Government Acts"). As between Company, Issuing Bank the Borrower and each Pre-Funded L/C LenderIssuing Bank, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither such Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, ; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be are in cipher, ; (ev) for errors in interpretation of technical terms, ; (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof; (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of such Is- suing Bank, including, without limitation, any Government Acts. Any None of the above shall affect, impair, or prevent the vesting of any of such Issuing Bank's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted to be taken by any Issuing Bank under or in connection with the Letter Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not create put such Issuing Bank under any resulting liability to the Borrower. Notwithstanding anything to the contrary contained in this Section 1.13(I), the Borrower shall have no obligation to indemnify any Issuing Bank or any Bank in respect of any liability on incurred by such Issuing Bank or such Bank arising solely out of the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence negligence, bad faith or willful misconduct as determined of such Issuing Bank or such Bank or out of the wrongful dishonor by such Issuing Bank or such Bank of a court proper demand for payment under the Letters of competent jurisdictionCredit issued by it.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, each Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, an Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by each Issuing Bank by, the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , and (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of such Issuing Bank under or the other Lenders; provided, however, that nothing in connection with the Letter this sentence shall relieve an Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes the Borrowers assume all risks of the acts and omissions of any Issuing Bank (except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision), or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, the Administrative Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the validity, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of the Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionany Borrower.

Nature of Issuing Bank's Duties. In determining whether to pay honor any Drawing under the Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Company, Issuing Bank and each Pre-Funded L/C Lender, The Company otherwise assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit by by, the beneficiaries of the Letter of CreditBeneficiary. In furtherance and not in limitation of the foregoing, neither but consistent with Applicable Law, the Issuing BankBank shall not be responsible, Administrative Agent nor any of the Pre-Funded L/C Lenders shall be responsible absent gross negligence or willful misconduct (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter of Credit Drawing, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign 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, (c) for failure of the beneficiary of the Letter of Credit to strictly comply with conditions required in order to draw upon the Letter of Credit, (diii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (eiv) for errors in interpretation of technical terms, (fv) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the Letter of CreditDrawing, or of the proceeds thereof and thereof, (gvi) for the misapplication by the beneficiary of the Letter of Credit Beneficiary or of the proceeds of any drawing honored under the Letter of Credit, and (vii) for any consequences arising from causes beyond the control of the Issuing Bank. Any None of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s rights or powers hereunder. Not in limitation of the foregoing, any action taken or omitted to be taken by the Issuing Bank under or in connection with the Letter of Credit shall not create against the Issuing Bank any liability on to the part of Administrative Agent Company or any Pre-Funded L/C Lender to Company Lender, except to for actions or omissions resulting from the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionthe Issuing Bank or any of its agents or representatives.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes the Borrowers assume all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C Lenders shall be responsible (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (cC) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (eE) for errors in interpretation of technical terms, (fF) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (gG) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of Administrative the Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionany Borrower.

Nature of Issuing Bank's Duties. In determining ------------------------------- whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companyamong the Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company and except to the extent provided in the following sentence, the Borrower assumes all risks of the acts and omissions of the Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the Letter Letters of Credit by the respective beneficiaries of such Letters of Credit. Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Issuing Bank any liability to the Borrower, the Agent or any Lender. In furtherance and not in limitation of the foregoing, neither the Issuing BankAgent, Administrative the Agent nor any of the Pre-Funded L/C Lenders Lender shall be responsible responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, 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) for failure of the beneficiary of the any Letter of Credit to strictly comply fully with conditions required in order to draw upon the demand payment under such Letter of Credit, ; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messagesmessage, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be in cipher, ; (ev) for errors in interpretation of technical terms, ; (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing payment under the any Letter of Credit, Credit or of the proceeds thereof and thereof; (gvii) for the misapplication by the beneficiary of the Letter of Credit credit of the proceeds of any drawing honored under the any Letter of Credit. Any action taken or omitted to be taken by ; and (viii) for any consequences arising from causes beyond the control of the Issuing Bank under or in connection with Agent, the Letter of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionLender.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes the Borrowers assume all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes other than as a result of gross negligence or willful misconduct as determined by the final judgment of a court of competent jurisdiction, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C Lenders shall be responsible other than as a result of gross negligence or willful misconduct as determined by the final judgment of a court of competent jurisdiction (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of Administrative the Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionany Borrower.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by the Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit Credit, of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by , and (viii) for any consequences arising from causes beyond the control of the Issuing Bank under or in connection with the Letter other Lenders. None of Credit the above shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction.affect,

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between the Company, any Issuing Bank and each Pre-Funded L/C Lenderother Bank, the Company assumes all risks of the acts and omissions of such Issuing Bank (except to the extent that it is finally judicially determined that such action acts or omission constitutes omissions were the result of such Issuing Bank's gross negligence or willful misconduct as determined by a court of competent jurisdiction, misconduct) or misuse of the Letter Letters of Credit by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Administrative Agent, any Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C Lenders other Banks shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance Issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of such Issuing Bank, the Administrative Agent or the other Banks. The Issuing Bank shall not be obligated to and shall not pay against any non-conforming documents presented to it in connection with any Letters of Credit without the prior written consent of the Company. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Issuing Bank any liability on to the part of Company, the Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, each Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, an Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by each Issuing Bank by, the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither no Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the Letter of Credit to strictly comply with conditions required in order to draw upon the Letter of Credit, (diii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (eiv) for errors in interpretation of technical terms, (fv) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvi) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , and (vii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of such Issuing Bank under or the other Lenders; provided, however that nothing in connection with the Letter this sentence shall relieve an Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under As among Borrower, the Letter of CreditIssuing Bank, Issuing Bank shall be responsible only to determine that the documents Lenders and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between CompanyAgent, Issuing Bank and each Pre-Funded L/C Lender, Company Borrower hereby assumes all risks of the acts and acts, omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction, or misuse of the any Letter of Credit by the beneficiaries of the Letter of Creditits beneficiary or any successor thereto. In furtherance and not in limitation of the foregoing, neither The Issuing Bank, Administrative the Lenders and Agent nor any of the Pre-Funded L/C Lenders shall not be responsible responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party in connection with the application for and issuance of, or the making of or any drawing honored under the under, any Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, 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) for failure of any beneficiary to comply fully with the beneficiary of the Letter of Credit to strictly comply with conditions required in order to draw upon the Letter of Crediteffect a drawing, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (fv) for any loss or delay in the transmission or otherwise of an any document or draft required in order to make any drawing and (vi) for any consequences arising from causes beyond the control of the Issuing Bank, the Lenders or Agent, except only that Borrower shall have a drawing claim against the Issuing Bank, and the Issuing Bank shall be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (A) the Issuing Bank’s willful misconduct or gross negligence in determining whether documents presented under the a Letter of Credit, Credit comply with the terms of such Letter of Credit or (B) the Issuing Bank’s failure to pay under a Letter of Credit in accordance with its terms after the proceeds thereof and (g) for the misapplication presentation to it by the beneficiary of a sight draft and certificate strictly complying with the Letter terms and conditions of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted to be taken by the Issuing Bank Bank, under or in connection with the a Letter of Credit or any related certificates or other documents, if taken or omitted in good faith and without gross negligence, shall be binding upon Borrower and shall not create put the Issuing Bank under any resulting liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBorrower.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companyamong the Borrowers, the Issuing Bank and each Pre-Funded L/C other Lender, Company assumes the Borrowers assume all risks of the acts and omissions of the Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the Letter Letters of Credit issued by the Issuing Bank by the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the Letter such Letters of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the any such Letter of Credit Credit, of the proceeds of any drawing honored under the such Letter of Credit, and (viii) for any consequences arising from causes beyond the control of the Issuing Bank or the other Lenders. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank's rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with the any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create any liability on of the part of Administrative Agent Issuing Bank to the Borrowers or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionLender.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by the Issuing Bank by, the respective beneficiaries of the such Letter of Credit; provided, however, that nothing in this sentence shall relieve the Issuing Bank of liability for its gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , or (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of the Issuing Bank under or the other Lenders; provided, however, that nothing in connection with this sentence shall relieve the Letter Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, the Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by the Issuing Bank by, the respective beneficiaries of the such Letter of Credit; provided, however, that nothing in this sentence shall relieve the Issuing Bank of liability for its gross negligence or wilful misconduct. In furtherance and not in limitation of the foregoing, neither the Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , or (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of the Issuing Bank under or the other Lenders; PROVIDED, HOWEVER, that nothing in connection with this sentence shall relieve the Letter Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between Companythe Borrower, any Issuing Bank and each Pre-Funded L/C Lender, Company the Borrower assumes all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and or (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of Administrative the Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBorrower.

Nature of Issuing Bank's Duties. In determining whether to pay ------------------------------- under the any Letter of Credit, each Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the that Letter of Credit have been delivered and that they comply on their face with the requirements of the that Letter of Credit. As between Companythe Borrower, an Issuing Bank and each Pre-Funded L/C other Lender, Company the Borrower assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter of Credit issued by each Issuing Bank by, the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither no Issuing Bank, Administrative Agent Bank nor any of the Pre-Funded L/C other Lenders shall be responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the 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) for failure of the beneficiary of the such Letter of Credit to strictly comply fully with conditions required in order to draw upon the such Letter of Credit, (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telecopy or otherwise, whether or not they be in cipher, (ev) for errors in interpretation of technical terms, (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, or of the proceeds thereof and thereof, (gvii) for the misapplication by the beneficiary of the such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action , and (viii) for any consequences arising from actions or omissions taken or omitted to be taken by in good faith or from causes beyond the control of such Issuing Bank under or the other Lenders; provided, however, -------- ------- that nothing in connection with the Letter this sentence shall relieve an Issuing Bank of Credit shall not create any liability on the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes for its own gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct.

Nature of Issuing Bank's Duties. In determining whether to pay under the Letter of Credit, Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of the Letter of Credit. As between Company, Company and Issuing Bank and each Pre-Funded L/C LenderBank, Company assumes all risks of the acts and omissions of Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionof, or misuse of the Letter Letters of Credit issued by Issuing Bank by, the respective beneficiaries of the Letter such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Issuing Bank, Administrative Agent nor any of the Pre-Funded L/C Lenders Bank shall not be responsible for: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effects effect of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the such Letter of Credit Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any such Letter of Credit, 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) for failure of the beneficiary of the any such Letter of Credit to strictly comply fully with any conditions required in order to draw upon the such Letter of Credit, ; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile telex or otherwise, whether or not they be in cipher, ; (ev) for errors in interpretation of technical terms, ; (fvi) for any loss or delay in the transmission or otherwise of an any document required in order to make a drawing under the any such Letter of Credit, Credit or of the proceeds thereof and thereof; (gvii) for the misapplication by the beneficiary of the any such Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank's rights or powers hereunder. Any In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this Section 2.21(j), any action taken or omitted to be taken by Issuing Bank under or in connection with the Letter Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create put Issuing Bank under any resulting liability to Company. Anything to the contrary contained in this Section 2.21(j) notwithstanding, Company shall retain any and all rights it may have against Issuing Bank for any liability on arising solely out of the part of Administrative Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct of Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.

Nature of Issuing Bank's Duties. In determining whether to pay under the any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be responsible only to determine that the documents and certificates required to be delivered under the such Letter of Credit have been delivered and that they comply on their face with the requirements of the such Letter of Credit. As between CompanyBorrowers, any Issuing Bank and each Pre-Funded L/C Lender, Company assumes Borrowers assume all risks of the acts and omissions of any Issuing Bank except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionBank, or misuse of the any Letter of Credit by the respective beneficiaries of the such Letter of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, Administrative the Agent nor any of the Pre-Funded L/C Lenders shall be responsible (a) for the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under the any Letter of Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (c) for failure of the beneficiary of the any Letter of Credit to strictly comply with conditions required in order to draw upon the such Letter of Credit, (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for errors in interpretation of technical terms, (f) for any loss or delay in the transmission or otherwise of an document required in order to make a drawing under the any Letter of Credit, or of the proceeds thereof and (g) for the misapplication by the beneficiary of the any Letter of Credit of the proceeds of any drawing honored under the such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with the any Letter of Credit shall not create any liability on the part of Administrative the Agent or any Pre-Funded L/C Lender to Company except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a court of competent jurisdictionany Borrower.