Common use of No Obligation to Inquire Clause in Contracts

No Obligation to Inquire. Each Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers unconditionally assumes all risks with respect to the same. Each Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each further agree that none of the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Lenders, the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent Lender and the Lenders Agent, as applicable, that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders such person shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Lenders, the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Lenders, the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as and the case may be, is Agent are only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Lenders, the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, Lender and the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees that none of neither the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Operating Lender, the Fronting Lender and or the Operating LenderAgent, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) ; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Borrower or any other person; (ed) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (fe) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (gf) any failure by the Agent or any LenderLenders, including any Fronting the Operating Lender, the U.S. Facility Fronting Lender or the Operating Lender, Agent to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent such person or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective its officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each Borrower hereby acknowledges and confirms to each of the Operating LenderLenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating LenderLenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating LenderLenders, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the relevant Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating LenderLenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers unconditionally assumes all risks with respect to the same. Each Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each further agree that none of the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating LenderLenders, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other personPerson; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the any Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the any Operating Lender, or their respective officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the last sentence of the immediately preceding paragraphparagraph and except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the last sentence of the immediately preceding paragraphparagraph and except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees (other than to the extent provided in the last sentence of the immediately preceding paragraph and except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith) that none of neither the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) ; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Borrower or any other person; (ed) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (fe) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (gf) any failure by the Agent or any Lender, including any the Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any the Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees that none of neither the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) ; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders Lenders, as applicable, with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees that none of neither the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, as the case may be, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders Lender that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders Lender shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders Lender shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees that none of the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective and its officers, directors or and correspondents will not assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Operating Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective its officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders Issuing Lender that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall Issuing Lender will not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit or Letter of Guarantee and payment by the Issuing Lender pursuant to a Letter of Credit shall or Letter of Guarantee will not be withheld by the Issuing Lender by reason of any matters in dispute between the beneficiary thereof and the applicable relevant Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Issuing Lender and the Agent and the Lenders with respect to Letters of Credit or Letters of Guarantee is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit or Letter of Guarantee and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Issuing Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of CreditCredit or Letter of Guarantee. The Operating LenderExcept to the extent of its obligations in the preceding sentence, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall Issuing Lender will not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph)sufficiency, authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph)correctness, genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit or Letter of Guarantee and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each Except to the extent limited under Section 4.5(a), the Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit or Letter of Guarantee with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each further agree that none of the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors Credit or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8Guarantee.

No Obligation to Inquire. Each Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers unconditionally assumes all risks with respect to the same. Each Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each further agree that none of the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8.

No Obligation to Inquire. Each The Borrower hereby acknowledges and confirms to each of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Borrower. The sole obligation of the Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility Fronting Lender or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the last sentence of the immediately preceding paragraphparagraph and except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the last sentence of the immediately preceding paragraphparagraph and except with respect to their gross negligence or willful misconduct or payment under a Letter of Credit other than in substantial compliance herewith), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter letter of Credit and the Borrowers Borrower unconditionally assumes all risks with respect to the same. Each The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Borrower further agree agrees (other than to the extent provided in the last sentence of the immediately preceding paragraph and except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith) that none of neither the Agent nor any Lender, including the Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other person; (e) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (f) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (g) any failure by the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8

No Obligation to Inquire. Each The Canadian Borrower hereby acknowledges and confirms to each of the Operating LenderFronting Lenders, the Agent and the Syndicated Facility Lenders that the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Lenders that the Operating Lender, the Fronting Lenders, the U.S. Syndicated Facility Fronting Lender, the Agent and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the applicable Canadian Borrower. The sole obligation of the Operating each Fronting Lender, the Fronting Lenders, the U.S. Facility Fronting Lender and the Agent and the Syndicated Facility Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the 31150487.8 applicable Letter of Credit and for such purpose the Operating Lender, the relevant Fronting Lender, the U.S. Facility each Fronting Lender or the Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit. The Operating Lender, the Fronting Lenders, the U.S. Facility Fronting Lender, the Agent and the Syndicated Facility Lenders shall not have any responsibility or liability for or any duty to inquire into the formform (other than to the extent provided in the preceding paragraph), sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers Canadian Borrower unconditionally assumes all risks with respect to the same. Each The Canadian Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each Canadian Borrower further agree agrees that none of neither the Agent nor any Syndicated Facility Lender, including the any Fronting Lenders, the U.S. Facility Fronting Lender and the Operating Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for: (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; (d) ; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a the Canadian Borrower or any other person; (ed) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; (fe) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (gf) any failure by the Agent or any Syndicated Facility Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Syndicated Facility Lender, including any Fronting Lender, the U.S. Facility Fronting Lender or the Operating Lender, or their respective officers, directors or correspondents. 31150487.8.