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

Nature of Lender's Duties. As between any 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 Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Collateral 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 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 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 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 Letter of Credit, any Issuing Lender has not acted with gross negligence or willful misconduct in determining that the demand for payment under any such Letter of

Nature of Lender's Duties. As between any Issuing LenderAgent 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 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 in bad faith or with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any such 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 Lender Letter ofof Credit; (g) for the credit of the proceeds of any drawing under any 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 determining whether to honor any Issuing LenderDrawing under any Letter of Credit, the Lender shall be responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have been delivered and that they materially comply on their face with the one hand, and all Lenders on the other hand, all Lenders assume requirements of that Letter of Credit. The Borrower otherwise assumes all risks of the acts and omissions of, or misuse of any Letter the Letters of Credit issued by the beneficiary thereofLender by, the respective Beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Collateral Agent nor any Issuing the Lender shall not be responsible: responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any document documents submitted by any party in connection with the application for and issuance of any drawing honored under such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forgedforced; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary errors, omissions, interruptions or delays in transmission or delivery of any Letter messages, by mail, cable, telegraph, telex, telefacsimile or otherwise, whether or not they be in cipher; (iv) for errors in interpretation of Credit to comply fully with conditions technical terms; (v) for any loss or delay in the transmission or otherwise of any document required in order to demand payment thereunder; provided that, in the case of any payment make a drawing under any such Letter of Credit, or the proceeds thereof; (vi) for the misapplication by the Beneficiary of any Issuing such Letter of Credit or the proceeds of any drawing honored under such Letter of Credit; and (vii) for any consequences arising from causes beyond the control of the Lender. None of the above shall affect, impair or prevent the vesting of any of the Lender's rights or powers hereunder. Not in limitation of the foregoing, any action taken or omitted to be taken by the Lender has under or in connection with any Letter of Credit shall not acted with create against the Lender any liability to the Borrower, except for actions or omissions resulting from the gross negligence or willful misconduct in determining that of the demand for payment under Lender or any such Letter ofof its agents or representatives.

Nature of Lender's Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Lender 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 Lender (as finally determined by a court of competent jurisdiction). (ii) As between any Issuing LenderLender 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 Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, neither Collateral Agent nor any Issuing to the fullest extent permitted by law, Lender shall not 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 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 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 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 Lender under any such Letter of CreditCredit or guaranty thereof, any Issuing Lender has not acted with 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 Letter ofof Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) 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; (E) for errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of Lender. None of the above shall affect, impair, or prevent the vesting of any of 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 a Master Standby Agreement entered into with Lender.

Nature of Lender's Duties. As between any (i) the Borrower, and (ii) each Issuing Bank and each Revolving Lender, 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 Letter the Letters of Credit issued hereunder, by the beneficiary thereof. In furtherance and not in respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, neither Collateral Agent nor any none of (iii) the applicable Issuing Lender Bank, or (iv) the Revolving Lenders (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit) shall be responsible: responsible for: (a) 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 Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (b) for the validity invalidity or sufficiency insufficiency 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; ; (c) for failure of the beneficiary errors, omissions, interruptions or delays in transmission or delivery of any Letter messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher; (d) errors in interpretation of Credit to comply fully with conditions technical terms; (e) any loss or delay in the transmission or otherwise of any document required in order to demand payment thereunder; provided that, in the case of any payment make a drawing under any such Letter of Credit, any Issuing Lender has not acted with gross negligence Credit or willful misconduct in determining that of the demand for payment under proceeds thereof; (f) the misapplication by the Beneficiary of any such Letter ofof Credit of the proceeds of any drawing under such Letter of Credit; and (g) any consequences arising from causes beyond the control of the applicable Issuing Bank. None of the above shall affect, impair or prevent the vesting of any of the rights or powers of (i) any Issuing Bank, or (ii) the Revolving Lenders hereunder. No action taken or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith, shall put (iii) such Issuing Bank, or (iv) the Revolving Lenders, under any resulting liability to the Borrower (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit).

Nature of Lender's Duties. As between any 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 Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Collateral 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 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 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 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 Letter of Credit, any Issuing Lender has not acted with gross negligence or willful misconduct in determining that the demand for payment under any such Letter ofof 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 Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Letter of Credit; and (h) for any consequences arising from causes beyond the control of Collateral Agent or any Lender as the case may be.

Nature of Lender's Duties. As between any Issuing Lenderthe 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 Collateral the 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 the Agent or any Lender under any such Lender Letter of Credit, any Issuing the 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 such Lender Letter of Credit complies on its face with any such 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 Lender Letter ofof Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of the Agent or any Lender, as the case may be. None of the above shall affect, impair, or prevent the vesting of any of the Agent’s or any Lender’s rights or powers hereunder.

Nature of Lender's Duties. As between any (i) the Borrower, and (ii) each Issuing Bank and (if applicable) each Revolving Lender, 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 Letter the Letters of Credit issued hereunder, by the beneficiary thereof. In furtherance and not in respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, neither Collateral Agent nor any none of (iii) the applicable Issuing Lender Bank, or (iv) the Revolving Lenders (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit) shall be responsible: responsible for: (a) 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 Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (b) for the validity invalidity or sufficiency insufficiency 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; ; (c) for failure of the beneficiary errors, omissions, interruptions or delays in transmission or delivery of any Letter messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher; (d) errors in interpretation of Credit to comply fully with conditions technical terms; (e) any loss or delay in the transmission or otherwise of any document required in order to demand payment thereunder; provided that, in the case of any payment make a drawing under any such Letter of Credit, any Issuing Lender has not acted with gross negligence Credit or willful misconduct in determining that of the demand for payment under proceeds thereof; (f) the misapplication by the Beneficiary of any such Letter ofof Credit of the proceeds of any drawing under such Letter of Credit; and (g) any consequences arising from causes beyond the control of the applicable Issuing Bank. None of the above shall affect, impair or prevent the vesting of any of the rights or powers of (i) any Issuing Bank, or (ii) the Revolving Lenders hereunder. No action taken or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith, shall put (iii) such Issuing Bank, or (iv) the Revolving Lenders, under any resulting liability to the Borrower (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit).

Nature of Lender's Duties. As between any 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 Collateral 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(d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the case 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 Issuing Lender has not acted with gross negligence or willful misconduct in determining that the demand for payment drawing under any such Lender Letter ofof 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.