Common use of Nature of Reimbursement Obligations Clause in Contracts

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) 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 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 an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, Company and each Lender other Obligor 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 misconduct) shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) 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 U.S. Revolving Loan Lender 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 an Issuer in good faith (and not constituting gross negligence or wilful willful misconduct) shall be binding upon the Borrower each Obligor and each such U.S. Revolving Loan Lender, and shall not put such Issuer under any resulting liability to the Borrower any Obligor or any such U.S. Revolving Loan Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither the Banks nor the Issuing Bank (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (a) 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; (b) 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 reasonCredit; (c) failure of the any beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruption or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary of a Letter of Credit 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 Issuer Banks or any Lender the Issuing Bank hereunder. In furtherance and extension extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by an Issuer the Banks or the Issuing Bank in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer the Banks or the Issuing Bank under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (a) the 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; (b) 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 reasonCredit; (c) failure of the any beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruption or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary of a Letter of Credit 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 Issuer or any Lender hereunder. In furtherance and extension extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by an Issuer Lender in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer Lender under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Except to the extent of its own gross negligence or wilful misconduct, Whitney shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required (except the presentment of any required documents, as set forth in the applicable Letter of Credit, to the Whitney) in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any information or messages, by mail, cable, telegraph, telex telex, or otherwise; or; (e) 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 Credit. None Credit or of the foregoing shall affect, impair or prevent proceeds thereof; (f) errors in interpretation of technical terms; (g) any misapplication by a beneficiary of the vesting proceeds of any disbursement under any Letter of Credit; or (h) any consequences arising from causes beyond the control of the rights or powers granted to the Issuer or any Lender hereunder. In furtherance and extension and not in limitation or derogation Whitney including, without limitation, acts of any of the foregoing, any action taken or omitted to be taken by an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower or any such Lender, as the case may beGovernmental Authority.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer (except to the extent of its own gross negligence or willful misconduct) nor any Lender shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or; (e) any error, omission, interruption, loss or delay in the transmission or otherwise delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document or draft required in order to make a Disbursement under a thereunder) or of the proceeds thereof; (f) any error in interpretation of technical terms; (g) the performance of any transaction which underlies any Letter of Credit; (h) any act or omission of any Person other than the Issuer and the Lenders; (i) loss or destruction of any draft, demand, or document in transit or in the possession of others; (j) lack of knowledge of any particular trade usage (other than standard United States and Western European banking usage as used in the normal course of business); or (k) any consequence arising from causes beyond the control of the Issuer and the Lenders. 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 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 an Issuer in good faith (and which is not constituting gross negligence or wilful misconduct) grossly negligent shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower Borrower; provided, however, that nothing herein shall relieve any Issuer, the Agent or any such Lender, as the case may beLender for any liability for its gross negligence or willful misconduct.

Nature of Reimbursement Obligations. The Cayman Borrower and, to the extent set forth in Section 2.7.12.5.3, each applicable Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer No Issuing Bank shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) 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 any Issuing Bank or any Lender 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 an Issuer any Issuing Bank in good faith (and not constituting gross negligence or wilful willful misconduct) shall be binding upon the Borrower and each such LenderBorrowers, and shall not put such Issuer Issuing Bank under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit requested by it by the beneficiary thereof. The Neither the Issuer nor any Lender shall not be responsible for: (a) 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 55 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) 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 Issuer or any Lender 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 an the Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon each Borrower and, in the Borrower and each such Lenderabsence of gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction, and shall not put such the Issuer under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Neither the Issuer nor any Bank (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (a) 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; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument Instrument transferring or assigning or purporting to transfer or assign a Letter of 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; (c) the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) 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 Issuer or any Lender Bank hereunder. In furtherance and extension extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by an the Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such the Issuer under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Borrower shall assume, and, to the extent set forth in Section 2.7.12.7.2 each Bank shall severally assume its pro rata share of, each Lender shall assume all risks of the acts, omissions 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 or that of any of its officers, employees or agents as determined by a court of competent jurisdiction in a final non-appealable judgment) shall not be responsible for: for (a) 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, ineffective or forged; ; (b) 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; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; , including failure of any documents to bear adequate reference to such Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of Credit or of the proceeds thereof; (f) the use which may be made of any Letter of Credit or of any acts of any beneficiary or transferee in connection therewith; (g) any error, neglect, default, suspension or insolvency, of any of the Issuer's correspondents; (h) errors in translation or for errors in interpretation of technical terms; or (i) any other circumstance whatsoever in making or failing to make payment under a Letter of Credit. 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 Bank 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 an the Issuer in connection with a Letter of Credit in good faith (and not constituting gross negligence or wilful misconductmisconduct as determined by a court of competent jurisdiction in a final non-appealable judgment) shall be binding upon the Borrower and each such Lender, Bank and shall not put such the Issuer under any resulting liability to the Borrower or any such LenderBank, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender 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 shall not be responsible for: (a) for 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; (b) ; 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; (c) ; failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) ; errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) or 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 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 an the Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such the Issuer under any resulting liability to the Borrower. Any of the foregoing notwithstanding, the Borrower or 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 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 shall assume, and, to the extent set forth in Section 2.7.12.7.2 each Bank shall severally assume its pro rata share of, each Lender shall assume all risks of the acts, omissions 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 or that of any of its officers, employees or agents as determined by a court of competent jurisdiction in a final non- appealable judgment) shall not be responsible for: for (a) 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, ineffective or forged; ; (b) 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; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; , including failure of any documents to bear adequate reference to such Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of Credit or of the proceeds thereof; (f) the use which may be made of any Letter of Credit or of any acts of any beneficiary or transferee in connection therewith; (g) any error, neglect, default, suspension or insolvency, of any of the Issuer's correspondents; (h) errors in translation or for errors in interpretation of technical terms; or (i) any other circumstance whatsoever in making or failing to make payment under a Letter of Credit. 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 Bank 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 an the Issuer in connection with a Letter of Credit in good faith (and not constituting gross negligence or wilful misconductmisconduct as determined by a court of competent jurisdiction in a final non-appealable judgment) shall be binding upon the Borrower and each such Lender, Bank and shall not put such the Issuer under any resulting liability to the Borrower or any such LenderBank, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender 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: (a1) 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; (b2) 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; (c3) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d4) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphtelecopier, telex or otherwise; or (e5) 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 Bank 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 an Issuer in good faith (and not constituting gross negligence or wilful willful misconduct) shall be binding upon the Borrower and each such LenderBank, and shall not put such Issuer under any resulting liability to the Borrower or any such LenderBank, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender Company shall assume all risks of the acts, omissions or misuse of any each Letter of Credit by the beneficiary thereof. The Issuer Agent (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit issued by it or any document submitted by any party in connection with the application for and an issuance of a such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument 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; (c) failure of the beneficiary under any Letter of Credit to comply fully with conditions required in order to demand payment under a such Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a any such Letter of Credit. None of the foregoing shall affect, impair impair, limit or prevent the vesting of any of the rights or powers granted to the Issuer Agent or any Lender hereunderAgent hereunder (including pursuant to Section 9.05). 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 an Issuer the Agent in good faith (and not constituting without gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, Company and shall not put such Issuer the Agent under any resulting liability to the Borrower or any such Lender, as the case may beCompany.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender Company shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Except to the extent of its own gross negligence or willful misconduct, the LC Issuer shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any information or messages, by mail, cable, facsimile, telegraph, telex telex, or otherwise; or; (e) 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 Credit or of the proceeds thereof; (f) errors in interpretation of technical terms; (g) any misapplication by a beneficiary of the proceeds of any disbursement under any Letter of Credit; or (h) any consequences arising from causes beyond the control of the LC Issuer including, without limitation, acts of any Governmental Agency. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the LC Issuer or any Lender 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 an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower shall assume and, to the extent set forth in Section 2.7.12.7.2, each Lender shall severally assume its pro rata share of all risks of the acts, omissions 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 or that of any of its officers, employees or agents as determined by a court of competent jurisdiction in a final non-appealable judgment) shall not be responsible for: for (a) 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 respect invalid, insufficient, inaccurate, fraudulent fraudulent, ineffective or forged; ; (b) 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; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; , including failure of any documents to bear adequate reference to such Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of Credit or of the proceeds thereof; (f) the use which may be made of any Letter of Credit or of any acts of any (i) any other circumstance whatsoever in making or failing to make payment under a Letter of Credit. 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 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 an the Issuer in connection with a Letter of Credit in good faith (and not constituting gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment) shall be binding upon the Borrower Borrower, each other Obligor and each such Lender, Lender and shall not put such Issuer under any resulting liability to the Borrower Borrower, any other Obligor or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower Borrowers and, to the extent set forth in Section 2.7.12.7.2, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Loan Document, 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or; (e) 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 (f) any other act or omission to act or delay of any kind of the Issuer, the Lenders, the Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrowers' obligations hereunder. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer Issuers, the Agent or any Lender 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 an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower Borrowers and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower Borrowers or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower shall assume, and, to the extent set forth in Section 2.7.1, 2.7.2 each Lender shall severally assume its pro rata share of, all risks of the acts, omissions 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 or that of any of its officers, employees or agents as determined by a court of competent jurisdiction in a final non-appealable judgment) shall not be responsible for: for (a) 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, ineffective or forged; ; (b) 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; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; , including failure of any documents to bear adequate reference to such Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of Credit or of the proceeds thereof; (f) the use that may be made of any Letter of Credit or of any acts of any beneficiary or transferee in connection therewith; (g) any error, neglect, default, suspension or insolvency, of any of the Issuer’s correspondents; (h) errors in translation or for errors in interpretation of technical terms; or (i) any other circumstance whatsoever in making or failing to make payment under a Letter of Credit. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Administrative Agent, the Issuer or any Lender 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 an the Issuer in connection with a Letter of Credit in good faith (and not constituting gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment) shall be binding upon the Borrower and each such Lender, Lender and shall not put such the Issuer under any resulting liability to the Borrower or any such Lender, as the case may bebe (IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE ISSUER BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE, OTHER THAN GROSS NEGLIGENCE, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL).

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender 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: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphtelecopier, telex or otherwise; or (e) 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 Bank 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 an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower or any such Lender, as the case may be.willful

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither the Issuer nor any Lender (except to the extent a court of competent jurisdiction holds in a final and non-appealable judgment that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuer) shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or (e) 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 Issuer or any Lender 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 an the Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such the Issuer under any resulting liability to the Borrower or any such Lender, as the case may beBorrower.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender Borrowers shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (ai) 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 an 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; (bii) 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; (ciii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (div) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (ev) 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 Issuer or any Lender 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 an Issuer in good faith (and not constituting gross negligence or wilful misconduct) shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower or any such Lender, as the case may be.

Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.7.1, each Lender shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer (except to the extent of its own gross negligence or willful misconduct) nor any Revolving Lender shall not be responsible for: (a) 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; (b) 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; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise; or; (e) any error, omission, interruption, loss or delay in the transmission or otherwise delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document or draft required in order to make a Disbursement under a thereunder) or of the proceeds thereof; (f) any error in interpretation of technical terms; (g) the performance of any transaction which underlies any Letter of Credit; (h) any act or omission of any Person other than the Issuer and the Revolving Lenders; (i) loss or destruction of any draft, demand, or document in transit or in the possession of others; (j) lack of knowledge of any particular trade usage (other than standard United States and Western European banking usage as used in the normal course of business); or (k) any consequence arising from causes beyond the control of the Issuer and the Revolving Lenders. 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 Revolving Lender 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 an Issuer in good faith (and which is not constituting gross negligence or wilful misconduct) grossly negligent shall be binding upon the Borrower and each such Lender, and shall not put such Issuer under any resulting liability to the Borrower Borrower; provided, however, that nothing herein shall relieve any Issuer, the Agent or any such Lender, as the case may beRevolving Lender for any liability for its gross negligence or willful misconduct.