Common use of Reimbursement of Letters of Credit Clause in Contracts

Reimbursement of Letters of Credit. The obligation of Borrower to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer or a Lender, including, without limitation, the following: (a) Any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The existence of any claim, set-off, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each Letter of Credit shall be deemed to be the agents of Borrower, and except as expressly set forth herein, Borrower assumes all risks for their acts, omissions, or misrepresentations. Neither the LC Issuer nor any of its Affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (b) the failure of any draft to bear reference or adequate reference to such Letter of Credit or failure of any Person to note the amount of any draft on such Letter of Credit or to surrender or take up such Letter of Credit or (c) errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall have a claim against the LC Issuer, and the LC Issuer shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC Issuer’s failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC Issuer. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC Issuer or any of its Affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, shall be binding upon Borrower and shall not put the LC Issuer or any such Affiliates or correspondents under any such resulting liability to Borrower. The LC Issuer shall not be liable for action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful misconduct. The LC Issuer shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, and without any duty on its part to inquire into, the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC Issuer’s reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful misconduct.

Reimbursement of Letters of Credit. The obligation of Borrower to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer or a Lenderwhatsoever, including, without limitation, the following: (a) Any any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The the existence of any claim, set-offsetoff, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lender or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The the surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each parties benefited by any Letter of Credit shall be deemed to be the agents of BorrowerLender, and except as expressly set forth herein, Borrower assumes all risks for their its acts, omissions, or misrepresentations. Neither the LC Issuer Lender nor any of its Affiliates affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters any Letter of Credit even if such document should in fact prove to be in any or and all respects invalid, insufficient, fraudulent or forged, (b) provided only that the document appears on its face to be in accordance with the terms of the Letter of Credit. The Lender, its affiliates and correspondents shall not be responsible for any failure of any draft to bear reference or adequate reference to such the applicable Letter of Credit or for the failure of any Person to note the amount of any draft on such any Letter of Credit or to surrender or take up such any Letter of Credit Credit, each of which provisions may be waived by the Lender, or (c) for errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall have a claim against the LC Issuer, and the LC Issuer shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC Issuer’s failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC Issuer. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC Issuer Lender or any of its Affiliates affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, Credit shall be binding upon Borrower and shall not put the LC Issuer Lender or any such Affiliates affiliates or correspondents under any such resulting liability to BorrowerBorrower except in the case of gross negligence or willful misconduct. The LC Issuer Lender shall not be liable for consequential damages or for any action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful misconduct. The LC Issuer shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer Lender is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, to and without any duty on its part to inquire into, into the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC Issuer’s Lender's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful misconduct.

Reimbursement of Letters of Credit. The obligation of Borrower to ---------------------------------- reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer Agent or a Lender, including, without limitation, the following: (a) Any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The existence of any claim, set-off, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lenders or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each Letter of Credit shall be deemed to be the agents of Borrower, and except Except as expressly set forth herein, Borrower assumes all risks for their the acts, omissions, or misrepresentationsmisrepresentations of the parties benefitted by any Letter of Credit. Neither the LC Issuer NBD nor any of its Affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (b) the failure of any draft to bear reference or adequate reference to such Letter of Credit or failure of any Person to note the amount of any draft on such Letter of Credit or to surrender or take up such Letter of Credit Credit, or (c) errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall -------- ------- have a claim against the LC IssuerNBD, and the LC Issuer NBD shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC Issuer’s NBD's failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer Bank assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC IssuerNBD. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC Issuer NBD or any of its Affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, shall be binding upon Borrower and shall not put the LC Issuer NBD or any such Affiliates or correspondents under any such resulting liability to Borrower. The LC Issuer NBD shall not be liable for action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful wilful misconduct. The LC Issuer NBD shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer NBD is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, and without any duty on its part to inquire into, the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC Issuer’s NBD's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful wilful misconduct.

Reimbursement of Letters of Credit. The obligation of Borrower to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer or a Lenderwhatsoever, including, without limitation, the following: (a) Any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The existence of any claim, set-off, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lenders or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each parties benefitted by any Letter of Credit shall be deemed to be the agents of Borrower, and except as expressly set forth herein, Borrower assumes all risks for their acts, omissions, or misrepresentations. Neither the LC Issuer NBD nor any of its Affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters any Letter of Credit even if such document should in fact prove to be in any or and all respects invalid, insufficient, fraudulent or forged, (b) provided only that the document appears on its face to be in accordance with the terms of the Letter of Credit. NBD, its Affiliates and correspondents shall not be responsible for any failure of any draft to bear reference or adequate reference to such the applicable Letter of Credit or for the failure of any Person to note the amount of any draft on such any Letter of Credit or to surrender or take up such any Letter of Credit Credit, each of which provisions may be waived by NBD, or (c) for any errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall have a claim against the LC Issuer, and the LC Issuer shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC Issuer’s failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC Issuer. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC Issuer NBD or any of its Affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, Credit shall be binding upon Borrower and shall not put the LC Issuer NBD or any such Affiliates or correspondents under any such resulting liability to Borrower. The LC Issuer NBD shall not be liable for action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful wilful misconduct. The LC Issuer NBD shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer NBD is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, and without any duty on its part to inquire into, the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC Issuer’s NBD's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful wilful misconduct.

Reimbursement of Letters of Credit. The obligation of Borrower ---------------------------------- to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer Agent or a Lender, including, without limitation, the following: (a) Any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The existence of any claim, set-off, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lenders or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each Letter of Credit shall be deemed to be the agents of Borrower, and except Except as expressly set forth herein, Borrower assumes all risks for their the acts, omissions, or misrepresentationsmisrepresentations of the parties benefitted by any Letter of Credit. Neither the LC a Letter of Credit Issuer nor any of its Affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (b) the failure of any draft to bear reference or adequate reference to such Letter of Credit or failure of any Person to note the amount of any draft on such Letter of Credit or to surrender or take up such Letter of Credit Credit, or (c) errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall have a claim against the LC a Letter -------- ------- of Credit Issuer, and the LC a Letter of Credit Issuer shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC such Letter of Credit Issuer’s 's failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer Bank assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC a Letter of Credit Issuer. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC a Letter of Credit Issuer or any of its Affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, shall be binding upon Borrower and shall not put the LC a Letter of Credit Issuer or any such Affiliates or correspondents under any such resulting liability to Borrower. The LC A Letter of Credit Issuer shall not be liable for action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful wilful misconduct. The LC A Letter of Credit Issuer shall not be liable for consequential damages in connection with any Letter of Credit. The LC A Letter of Credit Issuer is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, and without any duty on its part to inquire into, the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC a Letter of Credit Issuer’s 's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful wilful misconduct.

Reimbursement of Letters of Credit. The obligation of Borrower to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, other than in the case of gross negligence or willful misconduct of the Administrative Agent, the LC Issuer or a Lenderwhatsoever, including, without limitation, the following: (a) Any any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The the existence of any claim, set-offsetoff, defense or other right which Borrower may have at any time against the beneficiary or any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lenders or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction;; ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 25 (d) Any any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The the surrender or impairment of any security for the performance or observance of the terms of the Loan Documents or such Letter of Credit; or (f) Any any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each parties benefitted by any Letter of Credit shall be deemed to be the agents of Borrower, and except as expressly set forth herein, Borrower assumes all risks for their acts, omissions, or misrepresentations. Neither the LC Issuer nor any of its Affiliates affiliates or correspondents shall be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters any Letter of Credit even if such document should in fact prove to be in any or and all respects invalid, insufficient, fraudulent or forged, (b) provided only that the document appears on its face to be in accordance with the terms of the Letter of Credit. The LC Issuer, its affiliates and correspondents shall not be responsible for any failure of any draft to bear reference or adequate reference to such the applicable Letter of Credit or for the failure of any Person to note the amount of any draft on such any Letter of Credit or to surrender or take up such any Letter of Credit Credit, each of which provisions may be waived by the LC Issuer, or (c) for errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that Borrower shall have a claim against the LC Issuer, and the LC Issuer shall be liable to Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by (i) the LC Issuer’s failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct of the LC Issuer. Without limiting the generality of the foregoing, Borrower agrees that any action taken by the LC Issuer or any of its Affiliates affiliates or correspondents under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, Credit shall be binding upon Borrower and shall not put the LC Issuer or any such Affiliates affiliates or correspondents under any such resulting liability to BorrowerBorrower except in the case of gross negligence or willful misconduct. The LC Issuer shall not be liable for consequential damages or for any action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful misconduct. The LC Issuer shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, to and without any duty on its part to inquire into, into the existence of any disputes or controversies between Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. The LC Issuer shall not be liable to the Lenders participating in any Letter of Credit except for gross negligence or willful misconduct in connection with such Letter of Credit. In no event shall the LC Issuer’s 's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful misconduct.

Reimbursement of Letters of Credit. The obligation of the Borrower to reimburse any drawing under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances, whatsoever, including, without limitation, the following circumstances (other than in the case of gross negligence or willful misconduct conduct constituting malfeasance of the Administrative Agent, the LC Issuer or a Lender, including, without limitation, the following:): (a) Any any lack of validity or enforceability of any Letter of Credit, or any Loan Document; (b) Any any amendment or waiver of or consent to departure from the terms of any Letter of Credit, or any Loan Document; (c) The the existence of any claim, set-offsetoff, defense or other right which the Borrower may have at any time against the beneficiary or of any Letter of Credit, any transferee of any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent Lender or any other Person, whether in connection with the Loan Documents, such Letter of Credit, or any unrelated transaction; (d) Any any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) The the surrender or impairment of any security for the performance or observance of the terms of the Loan Documents Documents, or such Letter of Credit; or (f) Any any circumstance, happening or admission whatsoever, whether or not similar to any of the foregoing, including, without limitation, those matters described below. The beneficiaries of each parties benefitted by any Letter of Credit shall be deemed to be the agents of the Borrower, and except as expressly set forth herein, the Borrower assumes all risks for their acts, omissions, or misrepresentations. Neither the LC Issuer nor any of its Affiliates or correspondents The Lender shall not be responsible for (a) the validity, sufficiency, truthfulness or genuineness of any document required to draw under the Letters any Letter of Credit even if such document should in fact prove to be in any or and all respects invalid, insufficient, fraudulent or forged, (b) provided only that the document appears on its face to be in accordance with the terms of the Letter of Credit and provided the Lender is not grossly negligent or engaging in conduct constituting malfeasance. The Lender shall not be responsible for any failure of any draft to bear reference or adequate reference to such the applicable Letter of Credit or for the failure of any Person to note the amount of any draft on such any Letter of Credit or to surrender or take up such any Letter of Credit Credit, each of which provision may be waived by the Lender, or (c) for errors, omissions, interruptions, or delays in transmission or delivery of any messages or documents, provided, however, that the Borrower shall have a claim against the LC IssuerLender, and the LC Issuer Lender shall be liable to the Borrower, to the extent of any compensatory, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (i) the LC Issuer’s Lender's failure to act in good faith or to observe general banking usage in connection with the Letter of Credit or failure to examine documents presented under such Letter of Credit with care to determine whether they comply with the terms of such Letter of Credit (it being understood that the LC Issuer Lender assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face) or (ii) the gross negligence or willful misconduct conduct constituting malfeasance of the LC IssuerLender. Without limiting the generality of the foregoing, the Borrower agrees that any action taken by the LC Issuer or any of its Affiliates or correspondents Lender under or in connection with any Letter of Credit, if taken in good faith and without gross negligence, shall be binding upon the Borrower and shall not put the LC Issuer or any such Affiliates or correspondents Lender under any such resulting liability to the Borrower. The LC Issuer Lender shall not be liable for action or failure to take action under or in connection with any Letter of Credit except for any such action or failure to take action which constitutes gross negligence or willful misconductmalfeasance of the Lender. The LC Issuer Lender shall not be liable for consequential damages in connection with any Letter of Credit. The LC Issuer Lender is expressly hereby authorized to honor any request for payment which is made under or in compliance with the terms of any Letter of Credit without regard to, to and without any duty on its part to inquire into, into the existence of any disputes or controversies between the Borrower and any beneficiary of any Letter of Credit or any other Person or into respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under any Letter of Credit are true and correct. No Person, other than the parties hereto, shall have any rights of any nature under this Agreement or by reason hereof. In no event shall the LC Issuer’s Lender's reliance and payment against documents presented under a Letter of Credit appearing on its face to substantially comply with the terms thereof be deemed to constitute gross negligence or willful misconductmalfeasance.