Common use of Nature of Reimbursement Obligations Clause in Contracts

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or ; (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit; (vii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer (if other than a Lender or its Affiliates) or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Letter of Credit or any unrelated transaction; (viii) any payment by an Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by an Issuer under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or ; (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit; (vii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer (if other than a Lender or its Affiliates) or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Letter of Credit or any unrelated transaction; (viii) any payment by an Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by an Issuer under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in- possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued for the account of such Borrower by the beneficiary thereof. The None of the Administrative Agent, any Issuer or any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Administrative Agent any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation of any derogation, of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrowers and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.Borrowers. 5.10

Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Current Assets Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderCurrent Assets Lender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Current Assets Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Current Assets Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconductwilful misconduct or to the extent such Disbursement was otherwise wrongful under the UCC) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconductmisconduct or to the extent such Disbursement was otherwise wrongful under the UCC) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume assumes all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither the Agent, the LC Bank nor any of the Banks (except to the extent of its their own gross negligence or willful misconduct) shall not will be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a any Letter of Credit, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a Disbursement disbursement under a Letter of CreditCredit or the proceeds thereof. None of the foregoing shall will affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer Agent, the LC Bank or any Lender with a Revolving Loan Commitment the Banks hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action act taken or omitted to be taken by the Issuer Agent, the LC Bank or the Banks in good faith (and not constituting gross negligence or willful misconduct) shall will be binding upon the Borrower, each Obligor on Borrower and each such Lender, and shall will not put the Issuer Agent, the LC Bank or the Banks under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Revolving Loan Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Revolving Loan Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Revolving Loan Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forgedforged (if, in the applicable Issuer's reasonable judgment, the documents presented for payment are sufficient on their face and the Disbursement thereof is otherwise determined in good faith by such Issuer to be appropriate); (ii) the form, validity, sufficiencysufficiency (other than on its face), accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Revolving Loan Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Revolving Loan Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Revolving Loan Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of (and except as expressly provided in) any of the foregoing, absent gross negligence, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, and each Lender with a Revolving Loan Commitment, other Obligor shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither the Lender nor any other issuer of the Letter of Credit (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) for: the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) ; the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) ; failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) ; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer Lender in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderObligor, and shall not put the Issuer Lender under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may beObligor.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Without limiting the foregoing and without limiting Section 4.6, the Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) the following: the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted to the Issuer by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, (ii) ; the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) ; failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) ; errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, ; or (v) any loss or delay in the transmission or otherwise delivery of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the Issuer under any resulting liability to the Borrower. Any of the foregoing notwithstanding, the Borrower may have a claim against the Issuer, and the Issuer may be liable to the Borrower, to the extent, but only to the extent, of any Obligor or any such Lenderdirect, as opposed to consequential or exemplary, damages suffered by the case may be.Borrower which were caused by the Issuer’s gross negligence or wilful misconduct. BASE RATE AND FIXED RATE OPTIONS FOR THE LOANS

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or ; (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit; (vii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer (if other than the Lender or its Affiliates) or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Letter of Credit or any unrelated transaction; (viii) any payment by an Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by an Issuer under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower andIn examining documents presented in connection with drawings under Letters of Credit and making payments under Letters of Credit against such documents, the Administrative Agent shall only be required to use the extent set forth same standard of care as it uses in Section 2.6.1, each Lender connection with a Revolving Loan Commitment, shall assume all risks examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. Neither the Administrative Agent nor any of the actsRevolving Lenders shall be responsible for, and the Borrower’s obligations in respect of the Letters of Credit shall not be affected in any manner by, any acts or omissions of, or misuse of any Letter the Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Letters of Credit. The Issuer (In furtherance and not in limitation of the foregoing, neither the Administrative Agent nor any of the Revolving Lenders shall be responsible for, and the Borrower’s obligations in respect of the Letters of Credit shall not be affected in any manner by, any of the following except to the extent of its own resulting from the gross negligence or willful misconduct) shall not be responsible for misconduct of the Administrative Agent or a Revolving Lender, as applicable, as determined by a court of competent jurisdiction in a final, non-appealable judgment: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a or any drawing honored under any Letter of Credit, Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness validity or legal effect sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit Credit, or the rights or benefits thereunder or the proceeds thereof thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.;

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.. SECTION 4.9

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or ; (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit; (vii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer (if other than the Lender or its Affiliates) or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Letter of Credit or any unrelated transaction; (viii) any payment by an Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by an Issuer under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section SECTION 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume assumes all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereofany Person to whom a Letter of Credit is issued. The Issuer Letter of Credit Provider (except to the extent of its own gross negligence or willful misconduct) shall will not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for and issuance of a any Letter of Credit, or any drawing(s) thereunder, even if it such document or drawing should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary any Person to comply fully with the conditions required in order to demand payment under a the Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required by or from any Person in order to make a Disbursement disbursement under a the Letter of CreditCredit or the proceeds thereof. None of the foregoing shall will affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLetter of Credit Provider. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action act taken or omitted to be taken by the Issuer Agent in good faith (and not constituting will be binding on Borrower and, except for gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall will not put the Issuer Letter of Credit Provider under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Current Assets Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderCurrent Assets Lender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Current Assets Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Current Assets Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall ----------------------------------- assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall ----------------------------------- assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.