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 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 any Agent and Borrower and each Lender that issues a Lender Letter of Credit (an "Issuing 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 Risk Participation Agreement by the beneficiary thereofbeneficiaries of any Lender Letter of Credit or Risk Participation Agreement. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (ai) 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 CreditCredit or Risk Participation Agreement, 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 Risk Participation Agreement 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 Risk Participation Agreement to comply fully with conditions required in order to demand payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; provided that, in the case of any payment by Agent under any such Lender Letter of CreditCredit or Risk Participation Agreement, any Issuing Lender Agent 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 or Risk Participation Agreement complies on its face with any applicable requirements for a demand for payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; (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 Risk Participation Agreement or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or Risk Participation Agreement; and (hviii) 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. In furtherance and extension of and not in limitation of, the specific provisions hereinabove set forth, any action taken or omitted by Agent or any Lender as the case may beunder or in connection with any Lender Letter of Credit or Risk Participation Agreement, if taken or omitted in good faith, shall not put Agent or any Lender under any resulting liability to Borrower.

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 responsibleresponsible for the following, other than as a result of such Lender's or Agent's willful misconduct or gross negligence: (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 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. 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 protect, indemnify, pay and save Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Agent or any Lender that issues may incur or be subject to as a consequence, direct or indirect, of (1) the issuance of any Lender Letter of Credit or Risk Participation Agreement, other than as a result of the gross negligence or willful misconduct of Agent or the Lender seeking indemnification as determined by a court of competent jurisdiction or (an "Issuing Lender")2) the failure of Agent or the Lender seeking indemnification to honor a demand for payment under any Lender Letter of Credit or Risk Participation Agreement as a result of any act or omission, on the one handwhether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. As between Agent and all Borrower and Lenders on the other handand Borrower, all Lenders assume Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Risk Participation Agreement by the beneficiary thereofbeneficiaries of any Lender Letter of Credit or Risk Participation Agreement. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (ai) 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 CreditCredit or Risk Participation Agreement, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forgedforged unless such facts were actually known to Agent or such Lender; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign assigning any Lender Letter of Credit or Risk Participation Agreement 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 Risk Participation Agreement to comply fully with conditions required in order to demand payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of CreditCredit or Risk Participation Agreement, any Issuing Agent or such 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 or Risk Participation Agreement complies on its face with any applicable requirements for a demand for payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; (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 Risk Participation Agreement or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any such Lender Letter of CreditCredit or Risk Participation Agreement; and (hviii) 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 except as otherwise specifically provided in this subsection 2.10. In furtherance and extension of, and not in limitation of, the specific provisions hereinabove set forth, any action taken or omitted by Agent or any Lender as the case may beunder or in connection with any Lender Letter of Credit or Risk Participation Agreement, if taken or omitted in good faith, shall not put Agent or any Lender under any resulting liability to Borrower.

Nature of Lender's Duties. As between any the Issuer and Borrower and Agent, each Lender that issues a Lender Letter of Credit (an "Issuing 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 Lender Letter of Credit. In furtherance and not in limitation of the foregoing, neither the Issuer, Agent nor any Issuing Lender shall be responsible: (ai) 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; PROVIDED that the Issuer has not acted with gross negligence or willful misconduct (bas determined by a court of competent jurisdiction) in determining (if and to the extent required by the Lender Letter of Credit and the application therefor) that such document is not fraudulent or forged; (ii) 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Lender Letter of Credit; provided PROVIDED that, in the case of any payment by the Issuer under any such Lender Letter of Credit, any Issuing Lender the Issuer 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 thereunderunder such Lender Letter of Credit; (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 of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (hviii) for any consequences arising from causes beyond the control of the Issuer, 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. In furtherance and extension of and not in limitation of, the specific provisions hereinabove set forth, any action taken or omitted by Agent or any Lender as under or in connection with any Lender Letter of Credit, if taken or omitted in good faith, shall not put the case may beIssuer, Agent or any Lender under any resulting liability to Borrower.

Nature of Lender's Duties. As between any Lender that issues a Lender Letter of Credit (an "the Issuing Lender")Banks, Agents 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 any Issuing Bank, any 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 any Issuing Bank, under any such Lender Letter of Credit, any such Issuing Lender Bank 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 any Issuing Bank. None of the above shall affect, impair, or prevent the vesting of any of any Issuing Bank's, any Agent's or any Lender as the case may beLender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent, any Lender that ------------------------- issues a Lender Letter of Credit (each, an "Issuing Lender")) and all other -------------- 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 under any -------- such Lender Letter of Credit, any Agent or the Issuing Lender Lender, as applicable, 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 Issuing 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 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 any Revolving Loan 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 the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Administrative 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 Administrative Agent or any Revolving Loan 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")Collateral Monitoring 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 Collateral Monitoring 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 Collateral Monitoring Agent or any Lender under any such Lender Letter of Credit, any Issuing Collateral Monitoring Agent or 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 Collateral Monitoring Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Collateral Monitoring Agent's or any Lender's rights or powers hereunder.