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

Nature of Issuing Bank's Duties. As between the Company and any Issuing Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (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 Lender's rights or powers hereunder. 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 by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Company. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company shall retain any and all rights it may have against any Issuing Bank for any liability arising solely 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. (i) In addition to its other obligations under this Section 1.20, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Company Borrower and any the Issuing Bank, the Company assumes Borrower shall assume all risks of the acts and acts, omissions of, or misuse of the Letters any Letter of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Creditbeneficiary thereof. In furtherance and not in limitation of the foregoing, such The Issuing Bank shall not be responsible forresponsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (iiiC) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (vD) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; and (viiE) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such the Issuing Bank, including including, without limitation any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Lender's rights or powers hereunder. 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 by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Company. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company shall retain any and all rights it may have against any Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.limitation,

Nature of Issuing Bank's Duties. As between the Company Borrower and any Issuing Bank, the Company Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (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 Lender's Bank’s rights or powers hereunder. 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 by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company Borrower shall retain any and all rights it may have against any Issuing Bank for any liability to the extent arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.5, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Company Borrower and any the Issuing Bank, the Company assumes Borrower shall assume all risks of the acts and acts, omissions of, or misuse of the Letters any Letter of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Creditbeneficiary thereof. In furtherance and not in limitation of the foregoing, such The Issuing Bank shall not be responsible forresponsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (iiiC) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (vD) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; and (viiE) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such the Issuing Bank, including including, without limitation limitation, any Governmental Government Acts, and none . None of the above shall affect or affect, impair, or prevent the vesting of, any of such the Issuing LenderBank's rights or powers hereunder. . (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth in the first paragraph of this subsection 3.5Bforth, any action taken or omitted by any the Issuing Bank Bank, under or in connection with the Letters any Letter of Credit issued by it or any documents and certificates delivered thereunderthe related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the Issuing Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower including, without limitation, any and all Government Acts. The Issuing Bank shall not, in any way, be liable for any failure by the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Bank. (iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Bank to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this subsection 3.5(i), the Company Borrower shall retain any and all rights it may have against any no obligation to indemnify the Issuing Bank for in respect of any liability claims, demands, liabilities, damages, losses, costs, charges or expenses incurred by the Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such the Issuing Bank, as determined by a final judgment court of competent jurisdiction, or (B) caused by the Issuing Bank's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.

Nature of Issuing Bank's Duties. As between the Company any Borrower and any Issuing Bank, the Company each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness 77 CREDIT AGREEMENT or legal effect of any document submitted by any party Person in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; , (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipher; , (v) errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; Credit or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including without limitation any acts of any Governmental ActsAuthorities, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Lender's Bank’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this subsection 3.5BSection 3.5, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection Section 3.5, the Company Borrowers shall retain any and all rights it they may have against any Issuing Bank for any liability arising solely 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. As between the Company Borrower and any Issuing Bank, the Company Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iib) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiic) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ve) errors in interpretation of technical terms; (vif) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (viig) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viiih) any consequences arising from causes beyond the control of such Issuing Bank, including including, without limitation limitation, any Governmental Actsact or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"), and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing LenderBank's rights or powers hereunder. 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 by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Company. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company shall retain any and all rights it may have against any Issuing Bank for any liability arising solely 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. (i) In addition to its other obligations under this Section 2.06, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Company Borrower and any the Issuing Bank, the Company assumes Borrower shall assume all risks of the acts and acts, omissions of, or misuse of the Letters any Letter of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Creditbeneficiary thereof. In furtherance and not in limitation of the foregoing, such The Issuing Bank shall not be responsible forresponsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (iiiC) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (vD) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; and (viiE) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such the Issuing Bank, including including, without limitation limitation, any acts by Governmental Acts, and none Authorities. None of the above shall affect or affect, impair, or prevent the vesting of, any of such the Issuing LenderBank's rights or powers hereunder. . (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth in the first paragraph of this subsection 3.5Bforth, any action taken or omitted by any the Issuing Bank Bank, under or in connection with the Letters any Letter of Credit issued by it or any documents and certificates delivered thereunderthe related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all acts by Governmental Authorities. The Issuing Bank shall not, in any way, be liable for any failure by the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any acts by Governmental Authorities or any other cause beyond the control of the Issuing Bank. (iv) Nothing in this subsection (g) is intended to limit the reimbursement obligations of the Borrower contained in subsection (c) above. The obligations of the Borrower under this subsection (g) shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this subsection 3.5(g), the Company Borrower shall retain any and all rights it may have against any no obligation to indemnify the Issuing Bank for in respect of any liability incurred by the Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such the Issuing Bank, as determined by a final judgment court of competent jurisdiction, or (B) caused by the Issuing Bank's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree. (vi) The rights and benefits of this subsection (g) shall also extend to Banks which hold participations in Letters of Credit hereunder.

Nature of Issuing Bank's Duties. (A) In addition to its other obligations under this Section 2.1(b), the Borrower hereby agrees to pay, and protect, indemnify and save each Bank harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that such Bank may incur or be subject to as a consequence, direct or indirect, of (1) the issuance of any Letter of Credit or (2) the failure of such Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (B) As between the Company Borrower and any the Banks (including the Issuing Bank), the Company assumes Borrower shall assume all risks of the acts and acts, omissions of, or misuse of the Letters any Letter of Credit issued by such the beneficiary thereof. No Bank (including the Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank Bank) shall not be responsible forresponsible: (i1) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii2) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (iii3) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v4) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; and (vii5) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such Issuing Bank, including including, without limitation limitation, any Governmental Government Acts, and none . None of the above shall affect or affect, impair, or prevent the vesting of, any of such the Issuing LenderBank's rights or powers hereunder. . (C) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth in the first paragraph of this subsection 3.5Bforth, any action taken or omitted by any Bank (including the Issuing Bank Bank), under or in connection with the Letters any Letter of Credit issued by it or any documents and certificates delivered thereunderthe related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower or any other Credit Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Bank (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Bank (including the Issuing Bank) shall, in any way, be liable for any failure by such Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Bank. (D) Nothing in this subsection (ix) is intended to limit the reimbursement obligations of the Borrower contained in subsection (iv) above. The obligations of the Borrower under this subsection (ix) shall survive the termination of this Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Banks (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (E) Notwithstanding anything to the contrary contained in this subsection 3.5(ix), the Company Borrower shall retain have no obligation to indemnify any and all rights it may have against any Bank (including the Issuing Bank for Bank) in respect of any liability incurred by such Bank (1) arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment court of competent jurisdiction, or (2) caused by such Bank's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.

Nature of Issuing Bank's Duties. As between the Company Borrower and any Issuing Bank, the Company Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party Person in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; , (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; , (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, whether or not they be in cipher; , (v) errors in interpretation of technical terms; , (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; , (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; Credit or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including without limitation any acts of any Governmental ActsAuthorities, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Lender's Bank’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this subsection 3.5BSection 3.5, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower. Notwithstanding anything to the contrary contained in this subsection Section 3.5, the Company Borrower shall retain any and all rights it may have against any Issuing Bank for any liability arising solely out of the gross negligence negligence, bad faith 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. As between the Company and any Issuing Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including without limitation any Governmental Actsgovernmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Lender's Bank’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth in the first paragraph of this subsection 3.5B3.5, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Company. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company shall retain any and all rights it may have against any Issuing Bank for any liability arising solely 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. (i) In addition to its other obligations under this Section, the Borrowers jointly and severally shall and do hereby protect, indemnify, pay and save Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Company Borrowers and any Issuing Bank, the Company assumes Borrowers shall assume all risks of the acts and omissions ofacts, omission or misuse of the Letters any Letter of Credit issued by such Issuing Bank bythe beneficiary thereof, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank shall not be responsible for: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it any such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; , (iiiC) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; , (vD) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; , and (viiE) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such Issuing Bank, including including, without limitation limitation, any Governmental Government Acts, and none . None of the above shall affect or affect, impair, or prevent the vesting of, any of such Issuing LenderBank's rights or powers hereunder. . (iii) In furtherance and extension and not in limitation of the specific provisions set forth in of the first paragraph of this subsection 3.5Bforegoing, any action taken or omitted by any Issuing Bank Bank, under or in connection with the Letters any Letter of Credit issued by it or any documents and certificates delivered thereunderthe related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrowers or any of their Subsidiaries. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify Issuing Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrowers (on behalf of themselves and each of their Subsidiaries), including, without limitation, any and all Government Acts. Issuing Bank shall not, in any way, be liable for any failure by Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of Issuing Bank. (iv) Nothing in this subsection (g) is intended to limit the joint and several reimbursement obligations of the Borrowers contained in subsection (d) above. The joint and several obligations of the Borrowers under this subsection (g) shall survive the termination of this Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of Issuing Bank to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this subsection 3.5(g), the Company Borrowers shall retain any and all rights it may not have against any an obligation to indemnify Issuing Bank for in respect of any liability incurred by Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment court of competent jurisdiction, or (B) caused by Issuing Bank's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by at law, regulation, court order or decree.

Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 1.20, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Company Borrower and any the Issuing Bank, the Company assumes Borrower shall assume all risks of the acts and acts, omissions of, or misuse of the Letters any Letter of Credit issued by such Issuing Bank by, the respective beneficiaries of such Letters of Creditbeneficiary thereof. In furtherance and not in limitation of the foregoing, such The Issuing Bank shall not be responsible forresponsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason; (iiiC) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (vD) errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a Letter of Credit or of the proceeds thereof; and (viiE) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing or payment under such Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such the Issuing Bank, including including, without limitation limitation, any Governmental Government Acts, and none . None of the above shall affect or affect, impair, or prevent the vesting of, any of such the Issuing LenderBank's rights or powers hereunder. . (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth in the first paragraph of this subsection 3.5Bforth, any action taken or omitted by any the Issuing Bank Bank, under or in connection with the Letters any Letter of Credit issued by it or any documents and certificates delivered thereunderthe related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the CompanyBorrower. Notwithstanding anything to the contrary contained in this subsection 3.5, the Company shall retain any and all rights it may have against any Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as determined by a final judgment of a court of competent jurisdiction.It is