Common use of Role of L/C Issuer Clause in Contracts

Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby 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 Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationLOC Documents. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.9(m); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Xxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume 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 Borrowers from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each relevant Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’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 furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication “SWIFT” message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby 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 Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’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 furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 No L/C Issuer, any no Agent-Related Person nor any and none of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the all Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any No L/C Issuer, any no Agent-Related Person, nor any and none of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any a L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer Issuers 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 the relevant L/C Issuer Issuers 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or document 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.04(e)3.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided 2.2(e) provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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, investigation and the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-Related Person of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person, of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (ia) through (viie) of Section 2.04(e); provided 2.7.5 provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Revolving Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful wilful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the applicable L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.4(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrowers Borrower may have a claim against any such L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by a the Borrower which such Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s willful gross negligence or wilful misconduct or gross negligence such L/C Issuer’s willful wilful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant applicable L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, order without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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, except to the extent required by applicable law. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly 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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i‎(i) through (vii‎(vi) of Section ‎Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, order without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith therewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Borrowers which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender Bank and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or Banks of the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.09(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any No Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, willful misconduct or willful misconductviolation of Law; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume 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 Borrowers from such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any No Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section SECTION 2.04(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers such Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or misconduct, gross negligence such or violation of Law or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Xxxxxxxxx agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Xxxxxxxxx hereby assume 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 Borrowers from Xxxxxxxxx’x pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Xxxxxxxxx may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersXxxxxxxxx, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Xxxxxxxxx which such Borrower Xxxxxxxxx proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Co-Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Co-Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Co-Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Borrowers may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the Co-Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Co-Borrowers which such Borrower proves the Co-Borrowers prove were caused by such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer Issuers 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 the relevant L/C Issuer Issuers 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.

Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume 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 Borrowers from Anixter’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.06(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Revolving Facility Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; , or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith, material breach or gross negligence or the L/C Issuer’s willful misconduct or gross negligence such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Xxxxxxxxx agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Xxxxxxxxx hereby assume 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 Borrowers from Xxxxxxxxx’x pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Xxxxxxxxx may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersXxxxxxxxx, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Xxxxxxxxx which such Borrower Xxxxxxxxx proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-Related Person of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person, of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided 2.7.5 provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 the L/C IssuerIssuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer 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 the relevant no L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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 CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby 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 Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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, that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided provided, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby 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 Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.

Role of L/C Issuer. Each Lender and the Borrowers Parent Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Parent Borrower hereby assume 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 Borrowers from Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Parent Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersParent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Parent Borrower which such the Parent Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant an L/C Issuer 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 the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee or any other Person at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such an L/C Issuer’s willful misconduct or gross negligence such or an L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer 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 the relevant such L/C Issuer 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. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby 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 Borrowers from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowersany Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Borrower, which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.05(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Agent‑Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Agent‑Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided and provided, further, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other 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 the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers U.S. Borrower hereby assume 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 Borrowers U.S. Borrower from pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the applicable L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(f); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers U.S. Borrower may have a claim against any such L/C Issuer, and any such L/C Issuer may be liable to the BorrowersU.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by a the U.S. Borrower which such Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence such L/C Issuer’s willful or grossly 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 Creditnegligence. In furtherance and not in limitation of the foregoing, the relevant applicable L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer 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 reasonreason or 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume 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 Borrowers from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their Related PersonParties, nor any of the respective their correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly 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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume 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 Borrowers from such Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Loan Party agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume 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 Borrowers from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer 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 the relevant no L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant an L/C Issuer 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 an L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any No L/C Issuer, any no Agent-Related Person, nor any of the respective correspondents, participants or assignees of such an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, extent of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume 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 Borrowers from Anixter’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.06(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’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 furtherance and not in AMERICAS/2023410772.1 2023410772.9 92 Credit Agreement limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume 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 Borrowers from Anixter's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such an L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer 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 the relevant no L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer 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 the relevant no L/C Issuer 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 issued by it 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.

Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Agent- Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit AND THE PARENT GUARANTOR AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES, HEREBY WAIVE AND RELINQUISH ANY AND ALL CLAIMS THEY MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby 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 Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Borrowers which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee CHAR1\1907976v8 at Law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication “SWIFT” message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers eachthe Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers EachThe Borrower hereby assume 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 Borrowers from suchthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each relevantthe Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuchthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a suchthe Borrower which such suchthe Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’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 furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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 NYDOCS01/1760806.13 benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby 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 Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Borrowers which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer 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 the relevant no L/C Issuer 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 issued by it 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers agree each Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-Related Person related parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume 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 Borrowers applicable Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower it proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 Neither the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any Neither the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer 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 L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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 CreditCredit AND THE PARENT GUARANTOR AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES, HEREBY WAIVE AND RELINQUISH ANY AND ALL CLAIMS THEY MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of the above Section 2.04(e)5; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Borrowers which such Borrower proves Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-Related Person of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person, of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided 2.7.5 provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby 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 Borrowers from applicable Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowersapplicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the applicable Borrower which such the applicable Borrower proves proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, any the Administrative Agent-Related Person nor , any of their respective Related Parties or any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any the Administrative Agent-Related Person, nor any of their respective Related Parties or any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or document 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e)3.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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 such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the applicable L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer 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 the relevant such L/C Issuer 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. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such that the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.21(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Xxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-[BGSF] Amended and Restated Credit Agreement of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower Xxxxxxxx proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 L/C Issuer, any Agent-Related Person nor or any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume 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 Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement, whether before or after any drawing by such beneficiary or transferee. None of any L/C Issuer, any Agent-Related Person, nor Person or any of the respective correspondents, participants or assignees of such any L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer 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 the relevant no L/C Issuer 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.

Role of L/C Issuer. Each Revolving Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume 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 Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the applicable L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.05(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrowers Borrower may have a claim against any such L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by a the Borrower which such Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s gross negligence or willful misconduct or gross negligence such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant applicable L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer 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 the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the applicable L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer 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 the relevant such L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e)subsection 3.1E; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the any Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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, except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Issuer.

Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer 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 the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume 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 Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly 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. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer 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 the relevant L/C Issuer 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.