Common use of Nature of Lender's Duties Clause in Contracts

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and all Lenders on the other hand, all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment under any such Lender Letter of Credit, any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender")Agent and Lenders, on the one hand, and all Lenders Borrower, on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, any Issuing Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Agent and each Lender 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) that Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). (ii) As between Agent and any Lender and Borrowers, on the one hand, and all Lenders on the other hand, all Lenders Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsibleresponsible for: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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; (cC) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided that, in the case of any payment by Agent under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; , (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Agent or any Lender as Lender. None of the case may beabove shall affect, impair, or prevent the vesting of any of Agent’s or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "“Issuing Lender"”), on the one hand, and all Lenders on the other hand, all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment under any such Lender Letter of Credit, any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a final non-appealable order by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys’ fees and allocated costs of internal counsel) which Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"ii) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). No Agent or Lender shall enter into any compromise or settlement in any action as to which such Person intends to seek indemnification hereunder without the prior written consent of the Loan Party from whom indemnification hereunder is sought, on the one handwhich consent shall not be unreasonably withheld or delayed. (ii) As between Agent and any Lender and Borrower, and all Lenders on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary beneficiaries thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsible: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided that, in the case of any payment by Agent or the L/C Issuer if it is a Lender under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (dD) 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; (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Agent’s or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuer, including a Master Documentary Agreement and a Master Standby Agreement entered into with Agent. The following additional conditions precedent shall apply: (a) The Offer Materials shall have been furnished to Agent and shall be in form and substance reasonably satisfactory to Agent. (b) Subject to Section 5.17, the Tender Offer shall have been, or shall be concurrently, consummated pursuant to the Offer Materials and the Merger Agreement; and no provision of the Tender Offer or the Merger Agreement shall have been amended, supplemented, waived or otherwise modified without the consent of Agent. (c) The approval of board of directors of Borrower and Gxxxxx’x of the Tender Offer and the Merger shall not have been withdrawn or qualified in a manner adverse to Borrower, Acquirer or Lenders. (d) Acquirer shall have acquired on or before September 15, 2004 and concurrently with the making of the first Revolving Credit Advance under the Agreement, not fewer than the Minimum Shares. (e) To the extent required, each Lender shall have received Form FR U-1 or Form FR G-3, as applicable, executed by Borrower. (f) The consummation of the case may beTransaction shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any organic documents or any material agreement of Borrower or any of their respective Subsidiaries (other than change of control provisions in material agreements representing Indebtedness being paid in full on the date of such change of control) after giving effect to the Transaction. (g) Gxxxxx’x and its Subsidiaries shall have no outstanding Indebtedness, Liens or preferred equity after giving effect to the Tender Offer other than, the Indebtedness under and Liens in respect of Capital Leases, purchase money Liens or as otherwise permitted under the Agreement.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless the Administrative Agent, the Collateral Agent, each L/C Issuer and each Lender 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) that the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of the Administrative Agent, the Collateral Agent, any Lender or L/C Issuer seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of such indemnified person (as finally determined by a court of competent jurisdiction). (ii) As between the Administrative Agent, the Collateral Agent, any Lender and any L/C Issuer on the one handhand and, and all Lenders on the other hand, all Lenders the Credit Parties, the Credit Parties assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofby, beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Agent the Administrative Agent, the Collateral Agent, any Lender nor any Issuing Lender L/C Issuer shall be responsibleresponsible for: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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; , (cC) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided thatprovided, that in the case of any payment by any L/C Issuer under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunder; under such Letter of Credit or guaranty thereof, (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; , (eE) for errors in interpretation of technical terms; , (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; Credit or guaranty thereof or of the proceeds thereof, (gG) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; Credit or guaranty thereof, and (hH) for any consequences arising from causes beyond the control of Agent the Administrative Agent, the Collateral Agent, any Lender or any Lender as L/C Issuer. None of the case may beabove shall affect, impair, or prevent the vesting of any of the Administrative Agent’s, the Collateral Agent’s, any Lender’s or any L/C Issuer’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer.

Nature of Lender's Duties. As between In addition to ------------------------------------------- amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (i) the issuance of any Letter of Credit or Eligible Trade L/C, or (an "Issuing Lender"ii) the failure of Agent, any Lender or such L/C Issuer seeking indemnification to honor a demand for payment under any Letter of Credit Obligation or Eligible Trade L/C Obligation 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). Nothing herein contained shall be deemed to limit or expand the scope of any indemnity or release contained in any agreement between Borrower and the L/C Issuer. As between Agent and any Lender and Borrower, on the one hand, and all Lenders on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Eligible Trade L/C by the beneficiary thereof. beneficiaries of any Letter of Credit or Eligible Trade L/C. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender Letter of CreditCredit or Eligible Trade L/C, 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 any Lender Letter of Credit or Eligible Trade L/C 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 any Lender Letter of Credit or Eligible Trade L/C to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit or Eligible Trade L/C or the failure of the L/C Issuer to require strict compliance with such conditions; provided that, in the case of any payment under by Agent of any such Lender Letter of CreditCredit Obligation or Eligible Trade L/C Obligation, any Issuing Lender has not acted with Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any of such Lender Letter of Credit Obligation or Eligible Trade L/C Obligation thereof complies on its face with any applicable requirements for a demand for payment thereunderthereof; (div) 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; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or Eligible Trade L/C or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or Eligible Trade L/C; and (hviii) for any consequences arising from causes beyond the control of Agent Agent. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender Lender's rights or powers hereunder or under the Agreement. Nothing herein contained shall be deemed to waive or release any right or claim that Borrower may have against the L/C Issuer in its capacity as the case may be.such. SCHEDULE C INTENTIONALLY OMITTED ---------------------

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent resulting from the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). (ii) As between Agent and any Lender and Borrower, on the one hand, and all Lenders on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsible: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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 reasonreason other than, only in the case of a purported transfer of the entire Letter of Credit and not a right to draw or receive payment thereunder, the fact that the instrument purports to transfer a Letter of Credit which states on its face that it is non-transferable; (cC) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided that, in the case of any payment by Agent or L/C Issuer under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Agent or such L/C Issuer, as the case may be, shall be liable to the extent such payment was made as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (dD) 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; (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Agent or any Lender Lender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between Borrower and such L/C Issuer. (iv) Nothing contained herein shall waive, release or limit the Borrower's rights, claims and remedies as against any beneficiary of a Letter of Credit. ANNEX C (SECTION 2.1(a)) TO CREDIT AGREEMENT SCHEDULE OF ADDITIONAL CLOSING DOCUMENTS In addition to, and not in limitation of, the case may be.conditions described in Section 2.1 of the Agreement, pursuant to Section 2.1(a), the following items must be received by Agent in form and substance satisfactory to Agent on or prior to the initial Advance following the Closing Date (each capitalized term used but not otherwise defined herein shall have the meaning ascribed thereto in Annex A to the Agreement):

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender")Agent and Lenders, on ------------------------- the one hand, and all Lenders Borrower, on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, any Issuing Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Company hereby agrees to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender 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) that Administrative Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent or such Lender (as finally determined by a court of competent jurisdiction). (ii) As between Administrative Agent and any Lender and Company, on the one hand, and all Lenders on the other hand, all Lenders assume Company assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Issuing Lender shall be responsibleresponsible for: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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; (cC) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided thatprovided, that in the case of any payment by Administrative Agent under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Administrative Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Administrative Agent or any Lender as Lender. None of the case may beabove shall affect, impair, or prevent the vesting of any of Administrative Agent’s or any Lender’s rights or powers hereunder or under this Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Company in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between Company and such L/C Issuer, including a Master Standby Agreement entered into with Administrative Agent.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and all Lenders on the other hand, all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent Agents nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment under any such Lender Letter of Credit, any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent Agents or any Lender as the case may be.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and all Lenders Borrowers, on the other hand, all Lenders Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by by, the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall not be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Lender under any such Lender Letter of Credit, any Issuing either (x) Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunderthereunder or (y) the documents presented under such letter of credit substantially comply with the terms of such letter of credit; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent Lender. None of the above shall affect, impair, or prevent the vesting of any Lender as the case may beof Lender's rights or powers hereunder.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save harmless Agent and each Lender 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) that Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). (ii) As between Agent and any Lender and Borrower, on the one hand, and all Lenders on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsibleresponsible for: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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; (cC) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided thatprovided, that in the case of any payment by Agent under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such B-4 Letter of Credit or guaranty thereof; (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Agent or any Lender Lender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between Borrower and such L/C Issuer, including an Application and Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with Agent. ANNEX C (SECTION 1.8) TO CREDIT AGREEMENT CASH MANAGEMENT SYSTEM Borrower shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, Borrower shall (i) establish lock boxes ("Lock Boxes") or, at Agent's discretion, blocked accounts ("Blocked Accounts") at one or more of the banks set forth in Disclosure Schedule (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in Borrower's name or any such Subsidiary's name and at a bank identified in Disclosure Schedule (3.19) (each, a "Relationship Bank"). On or before the Closing Date, Borrower shall have established a concentration account in its name (the "Concentration Account") (which account may be the same as one of the Blocked Accounts) at the bank that shall be designated as the Concentration Account bank for Borrower in Disclosure Schedule (3.19) (the "Concentration Account Bank") (which bank may be one of the Relationship Banks) which bank shall be reasonably satisfactory to Agent. (b) Borrower may maintain, in its name, an account (each a "Disbursement Account" and collectively, the "Disbursement Accounts") at a bank acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances, the Acquisition Loan Advances and Swing Line Advances made to Borrower pursuant to Section 1.1 for use by Borrower in accordance with the provisions of Section 1.4. (c) On or before the Closing Date (or such later date as Agent shall consent to in writing), the Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks, shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and Borrower and Subsidiaries thereof, as applicable, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, if such Blocked Account is not also the Concentration Account, such bank agrees to forward immediately all amounts in each Blocked Account to the Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the Concentration Account and (B) with respect to the Concentration Account Bank, such bank agrees to immediately forward all amounts received in the Concentration Account to the Collection Account through daily sweeps from such Concentration Account into the Collection Account. Borrower shall not, and shall not cause or permit any Subsidiary thereof to, accumulate or maintain cash in Disbursement Accounts or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box or Blocked Account or to replace any Concentration Account or any Disbursement Account; provided, that (i) Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box, Borrower or its Subsidiaries, as applicable, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent. Borrower shall close any of its accounts (and establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within 30 days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent's reasonable judgment. (e) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Account shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which Borrower and each Subsidiary thereof shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Security Agreement.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender")Agent and Lenders, on the one hand, and all Lenders Borrowers, on the other hand, all Lenders Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, any Issuing Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys’ fees and allocated costs of internal counsel) which Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (i) the issuance of any Letter of Credit or Eligible Trade L/C, or (an "Issuing Lender"ii) the failure of Agent, any Lender or such L/C Issuer seeking indemnification to honor a demand for payment under any Letter of Credit Obligation or Eligible Trade L/C Obligation 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). Nothing herein contained shall be deemed to limit or expand the scope of any indemnity or release contained in any agreement between Borrower and the L/C Issuer. As between Agent and any Lender and Borrower, on the one hand, and all Lenders on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Eligible Trade L/C by the beneficiary thereof. beneficiaries of any Letter of Credit or Eligible Trade L/C. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender Letter of CreditCredit or Eligible Trade L/C, 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 any Lender Letter of Credit or Eligible Trade L/C 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 any Lender Letter of Credit or Eligible Trade L/C to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit or Eligible Trade L/C or the failure of the L/C Issuer to require strict compliance with such conditions; provided that, in the case of any payment under by Agent of any such Lender Letter of CreditCredit Obligation or Eligible Trade L/C Obligation, any Issuing Lender has not acted with Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any of such Lender Letter of Credit Obligation or Eligible Trade L/C Obligation thereof complies on its face with any applicable requirements for a demand for payment thereunderthereof; (div) 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; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or Eligible Trade L/C or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or Eligible Trade L/C; and (hviii) for any consequences arising from causes beyond the control of Agent Agent. None of the above shall affect, impair, or prevent the vesting of any of Agent’s or any Lender Lender’s rights or powers hereunder or under this Agreement. Nothing herein contained shall be deemed to waive or release any right or claim that Borrower may have against the L/C Issuer in its capacity as the case may besuch.

Nature of Lender's Duties. As between (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Agent and each Lender 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) that Agent or any Lender that issues may incur or be subject to as a Lender consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (an "Issuing Lender"B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). (ii) As between Agent and any Lender and Borrowers, on the one hand, and all Lenders on the other hand, all Lenders Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Issuing Lender shall be responsibleresponsible for: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender 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 any Lender 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; (cC) for failure of the beneficiary of any Lender Letter of Credit substantially to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided that, in the case of any payment by Agent under any such Lender Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (dD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (eE) for errors in interpretation of technical terms; (fF) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gG) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or guaranty thereof; and (hH) for any consequences arising from causes beyond the control of Agent or any Lender as Lender. None of the case may beabove shall affect, impair, or prevent the vesting of any of Agent’s or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "Issuing Lender")Agent and Lenders, on the ------------------------- one hand, and all Lenders Borrower, on the other hand, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender 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 any Lender 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 any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, any Issuing Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) 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; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.