Common use of Role of Issuing Banks Clause in Contracts

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, Applicable Participant and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for Applicable Participant for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders Applicable Participants or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Issuing Bank, the Issuing BanksAdministrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuing Bank Agreement. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (a) through (fe) of Section 2.03(5)4.5; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were are determined by a court of competent jurisdiction by final and non-appealable judgment to have been caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case unless such Issuing Bank is prevented or prohibited from so paying as determined in a final and non-appealable judgment by a result of any order or directive of any court of competent jurisdictionor other Governmental Authority. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no each Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Parent Borrower and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Parent Borrower from or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Parent Borrower or its Subsidiaries may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerParent Borrower or its Subsidiaries, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Parent Borrower or any Subsidiary which the Parent Borrower or such Subsidiary proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Agent-Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Agent-Related Persons of such Issuing Banks, Person nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fix) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The applicable Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each The Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such the Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such the Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable PercentagePro Rata Share, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than in respect of any sight draft, certificates and documents expressly required by the Letter of Credit) , no Issuing Bank shall have any responsibility to obtain any document or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Bank Banks shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Facility Lenders or the Required Revolving Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; , under the applicable Revolving Facility; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as finally determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence negligence, or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case case, as finally determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in ordercompliance with the terms of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Any Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Priority Revolving Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocuments(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Applicable Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreementdocument in connection therewith. None of the Issuing Banks, the Applicable Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any matters relating to the Letters of Credit (including, without limitation, the matters described in clauses (a) through (f) issuance, extension renewal or amendment of, or the drawing or payment upon, any Letter of Section 2.03(5Credit); provided that anything in such clauses to the contrary notwithstandingprovided, however, the Borrower Borrowers may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereundernegligence.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any Related Person of such Issuing Bankstheir respective Affiliates, directors, officers, employees, agents and advisors nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of such Person’s gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Applicationany other document relating thereto. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any Related Persons of such Issuing Bankstheir respective Affiliates, directors, officers, employees, agents and advisors nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5)§3.5; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify The responsibility of each Issuing Bank, Bank and its Related Persons and their respective directors, officers, agents and employees (correspondents to the extent not reimbursed by Borrower and the Borrower) against any cost, expense Lenders shall be only to determine that the documents (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay each draft) delivered under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a each Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to such presentment shall be taken by in conformity on their face in all material respects with such indemnitees hereunderLetter of Credit.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Revolver Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocuments(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person Party of such Issuing Banks, an Agent nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect holding a majority of the Participating Revolving Credit Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons Party of such Issuing Banksan Agent, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the a Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than in respect of any sight draft, certificates and documents expressly required by the Letter of Credit) , no Issuing Bank shall have any responsibility to obtain any document or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Bank Banks shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Facility Lenders or the Required Revolving Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; , under the applicable Revolving Facility; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence negligence, or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in ordercompliance with the terms of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Any Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). a) Each Lender and the each Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or other document expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of . (b) Neither the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing Bank Banks shall be liable to any Lender for : (ai) any action taken or omitted in connection herewith at the request or with the approval of the Majority Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued for the account of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of Neither the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing BankBanks (including the Lenders), shall be liable or responsible for any of the matters described in clauses (a) through (fh) of Section 2.03(5)3.06; provided that provided, however, anything in such clauses to the contrary notwithstanding, that the Borrower Borrowers may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence in determining whether a request presented under a Letter of Credit issued by such Issuing Bank complies with the terms of such Letter of Credit or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit (except as a result of a court order) after the presentation to it such Issuing Bank by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each : (i) the Issuing Bank Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to ; and (ii) the contrary, and no Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person Parties of such the Administrative Agent or the Issuing Banks, Bank nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; , (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or misconduct, or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons Parties of such the Administrative Agent or the Issuing BanksBank, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fiii) of this Section 2.03(52.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct damages (as opposed to consequentialconsequential damages, damages punitive or special damages, claims suffered in respect of which are suffered by the Borrower which to the extent permitted by applicable Law, suffered by the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful willful, bad-faith or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely uponLender, the Company and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees each LC Subsidiary agree that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Company and each LC Subsidiary hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s or LC Subsidiary’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Company or an LC Subsidiary may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerCompany or an LC Subsidiary, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Company or such LC Subsidiary which the Borrower Company or such LC Subsidiary proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Holdings agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Holdings and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Holdings or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Holdings or its Subsidiaries may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerHoldings or its Subsidiaries, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Holdings or any Subsidiary which the Borrower Holdings or such Subsidiary proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). a) Each Lender and the each Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or other document expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of . (b) Neither the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing Bank Banks shall be liable to any Lender for : (ai) any action taken or omitted in connection herewith at the request or with the approval of the Majority Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued for the account of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of Neither the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing BankBanks (including the Lenders), shall be liable or responsible for any of the matters described in clauses (a) through (fh) of Section 2.03(5)3.06; provided that provided, however, anything in such clauses to the contrary notwithstanding, that the Borrower Borrowers may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s 's willful misconduct, bad faith misconduct or gross negligence in determining whether a request presented under a Letter of Credit issued by such Issuing Bank complies with the terms of such Letter of Credit or such Issuing Bank’s 's willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit (except as a result of a court order) after the presentation to it such Issuing Bank by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each : (i) the Issuing Bank Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to ; and (ii) the contrary, and no Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocuments(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, Revolving Lender and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel each of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction in a final non-appealable judgment); or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the either Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialspecial, indirect, punitive, consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case (as determined in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction in a final non-appealable judgment). In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocuments(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e) (Letters of Credit); provided that that, anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) documents strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Holdings agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Holdings and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Holdings or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.of

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or any transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursementsAttorney Costs), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment judgement by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). a) Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or other document expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of . (b) Neither the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing Bank Banks shall be liable to any Lender for : (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; Majority Lenders; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or misconduct; or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided Credit issued for the account of the Borrower; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of Neither the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing BankBanks (including the Lenders), shall be liable or responsible for any of the matters described in clauses (a) through (fh) of Section 2.03(5); provided that 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence in determining whether a request presented under a Letter of Credit issued by such Issuing Bank complies with the terms of such Letter of Credit or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit (except as a result of a court order) after the presentation to it such Issuing Bank by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each : (i) the Issuing Bank Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to investigation; and (ii) the contrary, and no Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the US Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The US Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the US Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the US Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the US Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconductspecial, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligentpunitive, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.consequential or

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). a) Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or other document expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of . (b) Neither the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing Bank Banks shall be liable to any Lender for : (ai) any action taken or omitted in connection herewith at the request or with the approval of the Majority Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct misconduct, as determined in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of Neither the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any the Issuing BankBanks (including the Lenders), shall be liable or responsible for any of the matters described in clauses (a) through (fj) of Section 2.03(5)3.06; provided that provided, however, anything in such clauses to the contrary notwithstanding, that the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence in determining whether a request presented under a Letter of Credit issued by such Issuing Bank complies with the terms of such Letter of Credit or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit (except as a result of a court order) after the presentation to it such Issuing Bank by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each : (i) the Issuing Bank Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to ; and (ii) the contrary, and no Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fix) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The applicable Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the a Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions condi tions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. To the extent not prohibited by law: (a) Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Company agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank which issued such Letter of Credit shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents other documents, if any, expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the . (b) No Issuing Banks, any Related Person of such Issuing Banks, nor Bank or any of the respective its correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender Bank for : (ai) any action of such Issuing Bank taken or omitted in connection herewith at the request or with the approval of the Lenders, Banks (including the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Banks, as applicable; ); (bii) any action taken or omitted in the absence of gross negligencenegligence , bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionor unlawful acts; or or (ciii) the due execution, effectiveness, validity or enforceability of any document this Agreement or instrument related to any Letter of Credit or L/C Application. Credit-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower Company from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No Issuing BanksBank, any Related Persons of such Issuing Banks, nor any of the respective and no correspondents, participants or assignees of any an Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvii) of Section 2.03(5)3.6; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Company may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered or incurred by the Borrower Company which the Borrower proves were are caused by such Issuing Bank’s 's willful misconductmisconduct , bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure unlawful acts (i) in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and draft, certificate(s) and other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) in its paying under a Letter of Credit in each case as determined in against presentation of a final and non-appealable judgment sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) otherwise with respect to the Letters of Credit Issued by a court of competent jurisdiction. In furtherance and not in limitation of it; provided, however, that (i) the foregoing, each Issuing Bank of a Letter of Credit may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, ; and no (ii) the Issuing Bank of a Letter of Credit shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with provided that any such instrument appears on its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted face to be taken by such indemnitees hereunderin order.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the US Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The US Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the US Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the US Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the US Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the US Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; , (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Banks nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided that that, anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) documents strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Issuing Bank, the Issuing BanksAdministrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined misconduct; (iii) any error, omission, interruption, loss or delay in a final and non-appealable judgment by a court transmission or delivery of competent jurisdictionany draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or or (civ) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(5)SECTION 2.13(e) or for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will bind the Borrowers; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the applicable Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, exemplary or punitive damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit; provided further, however, that any claim against such Issuing Bank by the Borrowers for any loss suffered or incurred by the Borrowers shall be reduced by an amount equal to the sum of (i) the amount (if any) saved by the Borrowers as a result of the breach or other wrongful conduct that allegedly caused such loss, and (ii) the amount (if any) of the loss that would have been avoided had the Borrowers taken all reasonable steps to mitigate such loss, including, without limitation, by enforcing their rights against any beneficiary and, in each case as determined in of a final claim of wrongful dishonor, by specifically and non-appealable judgment by a court of competent jurisdictiontimely authorizing such Issuing Bank to cure such dishonor. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or such Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit and may disregard any requirement in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each No Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to Bank shall be responsible for the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under wording of any Letter of Credit after (including, without limitation, any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance such Issuing Bank may provide to the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying Borrowers with the terms and conditions of a drafting or recommending text for any Letter of Credit in each case as determined in a final Application or with the structuring of any transaction related to any Letter of Credit, and non-appealable judgment the Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 Issuing Bank or any action taken representation or omitted to be taken warranty by such indemnitees hereunderIssuing Bank that any such wording or such Letter of Credit will be effective. Without limiting the foregoing, the applicable Issuing Bank may, as it deems appropriate, modify or alter and use in any Letter of Credit the terminology contained on the Letter of Credit Application for such Letter of Credit.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Company agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Company may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, Applicable Participant and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for Applicable Participant for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders Applicable Participants or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed op-posed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, Applicable Participant and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for Applicable Participant for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders Applicable Participants or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (a‎(i) through (f‎(v) of Section 2.03(5‎Section 2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Bank Banks shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fviii) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an such Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case unless such Issuing Bank is prevented or prohibited from so paying as determined in a final and non-appealable judgment by a result of any order or directive of any court of competent jurisdictionor other Governmental Authority. In furtherance and not in limitation of the foregoing, each such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Such Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent or any of its Related Person of such Issuing BanksParties, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect holding a majority of the Revolving Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationLC Request. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent or any of its Related Persons of such Issuing BanksParties, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvii) of Section 2.03(5); provided that anything 2.05(e) or any error, omission, interruption, loss or delay in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, transmission or delivery of any directdraft, as opposed notice or other communication under or relating to consequentialany Letter of Credit (including any document required to make a drawing thereunder), damages suffered by any error in interpretation of technical terms or any consequence arising from causes beyond the Borrower which the Borrower proves were caused by control of such Issuing Bank’s . The parties hereto expressly agree that, in the absence of willful misconduct, bad faith misconduct or gross negligence on the part of the relevant Issuing Bank or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure refuse to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft accept and certificate(s) strictly complying make payment upon such documents if such documents are not in compliance with the terms and conditions of a such Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunderCredit.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person Party of such Issuing Banks, an Agent nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect holding a majority of the Participating Revolving Credit Commitments, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable nonappealable judgment by a court of competent jurisdiction; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons Party of such Issuing Banksan Agent, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Parent Borrower and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Parent Borrower from or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Parent Borrower or its Subsidiaries may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerParent Borrower or its Subsidiaries, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Parent Borrower or any Subsidiary which the Parent Borrower or such Subsidiary proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.100

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of to the Administrative Agent or the BorrowerBorrowers). Each Lender and the each Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than in respect of any sight draft, certificates and documents expressly required by the Letter of Credit) , no Issuing Bank shall have any responsibility to obtain any document or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Bank Banks shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Facility Lenders or the Required Revolving Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; , under the applicable Revolving Facility; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence negligence, or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in ordercompliance with the terms of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Any Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower each Loan Party agrees that, in paying any drawing under a Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, Revolving Credit Lenders, the Required Revolving Credit Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of fraud, gross negligence, bad faith negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment by a court of competent jurisdictionjudgment; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Loan Parties hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from any applicable Loan Party pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fix) of Section 2.03(52.03(h); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower applicable Loan Party may have a claim against an the applicable Issuing Bank, and such Issuing Bank may be liable to the Borrowerapplicable Loan Party, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Borrower such Loan Party which the Borrower such Loan Party proves were caused by such Issuing Bank’s fraud, willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit Credit, in each case as determined in case, by obtaining a final and non-appealable nonappealable judgment in such Loan Party’s favor by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to ​ ​ be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Any Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Revolving Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Revolving Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fv) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Priority Revolving Agent or the Borrower). Each Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; (b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the Borrower agrees agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing BanksBank, any Related Person of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable; ; (bii) |US-DOCS\134569911.8148772134.4|| any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Letter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, Agent Affiliate nor any of the respective correspondents, participants or assignees of any the Issuing Bank, Banks shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(52.04(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against an Issuing Bank, and such an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to consequentialindirect, special, punitive, consequential or exemplary) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or willful misconduct or such Issuing Bank’s willful or grossly negligent, or bad faith, negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sdocument(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Banks may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communication with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Revolving Lender and the each Borrower agrees agree that, in paying any drawing under a any Letter of Credit, the relevant no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Administrative Agent, any of their respective Related Person of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsLenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of any Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fix) of Section 2.03(52.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against an any Issuing Bank, and such Issuing Bank may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each The applicable Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of Bank may send a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) that such indemnitees may suffer message or incur in connection with this Section 2.03 overnight courier, or any action taken or omitted to be taken by such indemnitees hereunderother commercially reasonable means of communicating with a beneficiary.

Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel of the Administrative Agent or the Borrower). Each Lender and the each Borrower agrees agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, the relevant an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Person of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank shall be liable to any Lender for for (ai) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving CommitmentsMajority Lenders, as applicable; ; (bii) any action taken or omitted in the absence of gross negligence, bad faith negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdictionmisconduct; or or (ciii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C ApplicationIssuer Document. The Parent Borrower and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at its request; provided provided, however, that this assumption is not intended to, and shall not, preclude the Parent Borrower from or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Persons of such Issuing Banks, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any an Issuing Bank, Bank shall be liable or responsible for any of the matters described in clauses (ai) through (fvi) of Section 2.03(52.04(e); provided that provided, however, that, anything in such clauses to the contrary notwithstanding, the Parent Borrower or its Subsidiaries may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the BorrowerParent Borrower or its Subsidiaries, to the extent, but only to the extent, of any direct, as opposed to consequentialconsequential or exemplary, damages suffered by the Parent Borrower or any Subsidiary which the Parent Borrower or such Subsidiary proves were caused by such Issuing Bank’s willful misconduct, bad faith misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdictionCredit. In furtherance and not in limitation of the foregoing, each an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.