Common use of Role of the Issuing Bank Clause in Contracts

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. No Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, (b) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or willful misconduct of the Issuing Bank. No Neither the Issuing Bank Bank, nor any correspondents, participants or assignees of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against the Issuing Bank, consent, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary damages suffered or incurred by such Borrower(s) believed by it to be genuine or to be signed which are caused by the proper party Issuing Bank’s willful misconduct or parties or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit-Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or wilful misconduct of the Issuing Bank. No Neither the Issuing Bank Bank, nor any correspondents, participants or assignees of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against the Issuing Bank, consent, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary, damages suffered or incurred by such Borrower(s) believed by it to be genuine or to be signed which are caused by the proper party Issuing Bank's willful misconduct or parties or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates or other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit, or any other document contemplated thereby. No Neither the Issuing Bank nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 3.06; provided, consenthowever, certificatethat a Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed such Borrower which such Borrower proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat a Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates or documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Administrative Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Revolving Lenders (including the Majority Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude a Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Administrative Agent-Related Person, nor any of the respective correspondents, participants (including the Revolving Lenders) or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat a Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed such Borrower which such Borrower proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders (including the Majority Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in CLAUSES (I) through (VII) of SECTION 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and other documents, if any, strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable (a) The Issuing Bank shall not have any responsibility to obtain any document in connection with paying any draw under a Letter of Credit (other than as any required sight or time draft, certificate and other documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representatives, officers, employees correspondents or agents assignees shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Agent, nor the Issuing Bank or any other document contemplated thereby. No Bank, nor any of their respective officers, directors or employees, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 2A.06 hereof; provided, consenthowever, certificatethat the Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a required sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, unless such failure is due to compliance by the Issuing Bank with an order of a court or other legal process. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreasons.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document which on its face appears valid or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Majority Lenders (or all of the Lenders, as applicable under SECTION 11.01); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of SECTION 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, unless it received a notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender any amount paid by such Lender transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which appear to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order when presented.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No None of the Issuing Bank Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ Related Parties, nor any correspondent, participant or assignee of its representativesthe Issuing Bank, officers, employees or agents shall be liable to any Lender for (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders or the Majority Lenders, as applicable; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit or L/C-Related Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ respective Related Parties, nor any correspondent, participant or assignee of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 3.06; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful 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 Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank 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 document contemplated thereby. No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be commercially reasonable means of communicating with a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbeneficiary.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Bank, nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or willful misconduct of an Issuing Bank. No Issuing Bank Bank, nor any correspondents, participants or assignees of any Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against an Issuing Bank, consent, certificate, statement or other writing (which and an Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary damages suffered or incurred by such Borrower(s) believed which are caused by such Issuing Bank’s willful misconduct or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it to be genuine or to be signed by the proper party or parties or beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) no Issuing Bank shall repay be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) The Issuing Bank nor Bank, any of Agent-Related Person and its representativescorrespondents, officers, employees or agents participants and assignees shall not be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Banks or the Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No The Issuing Bank, any Agent-Related Person and its correspondents, participants and assignees shall not be liable or responsible for any of the matters described in clauses (a) through (g) of Section 3.06; provided, however that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing Bank, and the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves was caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise (a) The Lenders and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates or other documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Committed Lenders (including the Required Lenders), as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee of any Letter of Credit at law or under any other document contemplated therebyagreement. No In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise (a) Except as otherwise provided in this Agreement and give the same care and attention to each in any Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing BankCredit, each Lender’s Facility A Participation of any payments made to such Issuing Bank by and the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates, and/or other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Agent-Related Person nor the Issuing Bank nor or any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Except as otherwise provided in this Agreement and in any Letter of Credit, the Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- ------- preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent- Related Person, nor the Issuing Bank or any other document contemplated thereby. No of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consent-------- ------- that the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in subsections 3.04(a) through (g); provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) The Issuing Bank nor any of and its representativescorrespondents, officers, employees or agents participants and assignees shall not be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit, or any other document contemplated thereby. No The Issuing Bank and its correspondents, participants and assignees shall incur not be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 3.06; provided, consenthowever ----------- ----- ------------ -------- that the Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves was caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document which on its face appears valid or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Majority Lenders (or all of the Lenders, as applicable under Section 11.01); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, unless it received a notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender any amount paid by such Lender transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which appear to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order when presented.

Role of the Issuing Bank. Each (a) The Issuing Bank will exercise and give the same care and attention to each Letter the Letters of Credit issued by it as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received issued by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing it. (b) Each Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a any Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any document expressly required by the terms of such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person delivering any such document. No None of the Issuing Bank nor or any of its their representatives, officers, employees or agents shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (ciii) any recitals, statements, representations action taken or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) omitted affecting the execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit, Credit or any other document contemplated hereby or thereby. (c) All Letters of Credit issued by the Issuing Bank pursuant to this Agreement shall be evidenced by entries in records maintained by the Issuing Bank, which records shall be conclusive evidence, absent manifest error, of all of the Letter of Credit Obligations and the Reimbursement Obligations. No Failure by the Issuing Bank to record the issuance of any Letter of Credit or any payment or reimbursement with respect thereto or any error in so recording any such fact, shall not, however, limit or otherwise affect any of the Letter of Credit Obligations or Reimbursement Obligations. (d) So long as the Issuing Bank shall incur have acted in good faith, the Issuing Bank shall not be responsible to any liability Obligor for, and such Bank's right to reimbursement, indemnification, and other payments under this Agreement and the other Credit Documents shall not be impaired by, (i) by acting in reliance upon any noticeact or omission for which banks are relieved of responsibility under the UCP, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of any recommendation or failure to recommend the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance inclusion or non-performance of the obligations exclusion of any other Lender under this ARTICLE 11. In the event of gross negligence term or wilful misconduct on the part of an Issuing Bank wording in the payment of any drawing under a Letter of Credit, or (iii) honor or dishonor or refusal of any demand under a Letter of Credit following any Obligor's refusal to confirm that such Issuing demand is entitled to be honored or that such Bank is entitled to be reimbursed therefor. No Bank shall repay to each Lender be liable for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result special, indirect or consequential damages in connection with any Letter of such gross negligence or wilful misconductCredit.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (g) of Section 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or the Issuing Bank's wrongful dishonor of 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation; and (ii) the Issuing Bank shall incur not be responsible for the validity or sufficiency of any liability (i) by acting instrument transferring or assigning or purporting to transfer or assign such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in reliance upon any noticewhole or in part, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it prove to be genuine invalid or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable ineffective for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable (a) The Issuing Bank shall not have any responsibility to obtain any document in connection with paying any draw under a Letter of Credit (other than as any required sight or time draft, certificate and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representatives, officers, employees correspondents or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Neither the Agent, nor any of its officers, directors or employees, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 2A.06; provided, consenthowever, certificatethat the Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a required sight or time 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreasons.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) The Issuing Bank nor Bank, any of Agent-Related Person and its representativescorrespondents, officers, employees or agents participants and assignees shall not be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Banks or the Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No The Issuing Bank, any Agent-Related Person and its correspondents, participants and assignees shall not be liable or responsible for any of the matters described in clauses (a) through (g) of Section 3.06; provided, however that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing Bank, and the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves was caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree ------------------------ that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- ------- preclude such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, -------- however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat such ------- Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed such Borrower which the Company proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of SECTION 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful or grossly negligent failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each (a) The Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of CreditCredit Issued by the Issuing Bank, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft or certificates expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Administrative Agent-Related Person nor any of its representativesthe respective correspondents, participants, assignees, officers, employees directors, employees, agents or agents attomeys-in-fact of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval or deemed approval of the Required Lenders, ; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Administrative Agent-Related Person, nor any of the respective correspondents, participants, assignees, officers, directors, employees, agents or attorneys-in-fact of the Issuing Bank shall incur be liable or responsible for any liability of the matters described in clauses (ia) by acting through (g) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses or elsewhere herein to the contrary notwithstanding, consentthat the Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable (a) The Issuing Bank shall not have any responsibility to obtain any document in connection with paying any draw under a Letter of Credit (other than as any required sight or time draft, certificate and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representatives, officers, employees correspondents or agents assignees shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Neither the Agent, nor any of its officers, directors or employees, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 2A.06; provided, consenthowever, certificatethat the Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a required sight or time 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreasons.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 Company which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.Company proves were caused by the

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No Neither the Issuing Bank nor any of its representativesAffiliates, correspondents, participants or assignees, or any of their respective officers, employees directors or agents employees, shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (b) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Issuing Bank, nor any of its Affiliates, correspondents, participants or assignees, or any other document contemplated thereby. No Issuing Bank of their respective officers, directors or employees, shall incur be liable or responsible for any liability of the matters described in paragraphs (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by (i) the Issuing Bank's willful misconduct or parties gross negligence or (ii) the Issuing Bank's willful failure to pay under any Letter of Credit after the presentation to it by acting as permitted under Section 11.13. The obligations the beneficiary of a sight draft and certificate both strictly complying with the Lenders hereunder are several terms and not joint and several, and no Lender shall be liable for the performance or non-performance conditions of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit. In furtherance and not in limitation of the foregoing, such the Issuing Bank shall repay may accept documents that appear on their face to each Lender be in order, without responsibility for further investigation, regardless of any amount paid by such Lender notice or information to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductcontrary.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) None of the Issuing Bank, the Agent-Related Persons or any of the respective correspondents, participants or assignees of the Issuing Bank nor any of its representatives, officers, employees or agents the Agent-Related Persons shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Except as otherwise provided in this clause (c), the Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the Agent-Related Persons or any other document contemplated thereby. No of the respective correspondents, participants or assignees of the Issuing Bank or the Agent-Related Persons shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude the Borrowers' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Borrowers may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrowers, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrowers which the Borrowers prove were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company and the other Account Parties agree that, in paying any -33- drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, document and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformity with the draw requirements of such Letter of Credit) of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company and the other Account Parties 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, however, that this assumption is not intended to, and shall not, preclude the Company's or any other document contemplated therebyAccount Party's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) through (vii) of Section 3.6; PROVIDED, however, anything in such clauses to the contrary notwithstanding, that the Company or the other Account Parties may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company or the other Account Parties, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by acting in reliance upon any notice, consent, certificate, statement the Company or the other writing Account Parties which were caused by the Issuing Bank's willful misconduct or gross negligence (which may be a bank wire, telecopier shall include payment against non-conforming draw request documentation) or similar writing) believed by the Issuing Bank's willful failure to pay under any Letter of Credit after the presentation to it to be genuine or to be signed by the proper party or parties or (iibeneficiary of a sight draft, documents and certificate(s) by acting as permitted under Section 11.13. The obligations strictly complying with the terms and conditions of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, documents and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of any Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders (including the Majority Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided, however, anything in such clauses to the contrary notwithstanding, that such Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the Issuing Bank's willful misconduct or gross negligence as determined by a final non-appealable order of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit-Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or willful misconduct of the Issuing Bank. No Neither the Issuing Bank -55- Bank, nor any correspondents, participants or assignees of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against the Issuing Bank, consent, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary damages suffered or incurred by such Borrower(s) believed by it to be genuine or to be signed which are caused by the proper party Issuing Bank's willful misconduct or parties or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise L/C Lender and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees L/C Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any L/C Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required L/C Lenders (including the Majority Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each L/C Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall -------- not, preclude an L/C Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, in reliance upon any notice----------- --- ------------ -------- however, consentanything in such clauses to the contrary notwithstanding, certificatethat an L/C Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to such L/C Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed such L/C Borrower which such L/C Borrower proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) None of the Issuing Bank, the Agent-Related Persons or any of the respective correspondents, participants or assignees of the Issuing Bank nor any of its representatives, officers, employees or agents the Agent-Related Persons shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Except as otherwise provided in this clause (c), the Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the Agent-Related Persons or any other document contemplated thereby. No of the respective correspondents, participants or assignees of the Issuing Bank or the Agent-Related Persons shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No None of the Issuing Bank nor Bank, the Agent, any of its representativestheir respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees employees, agents, trustees and advisers, nor any correspondent, participant or agents assignee of the Issuing Bank, shall be liable to any Lender for (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders or the Majority Lenders, as applicable; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No None of the Issuing Bank Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees, agents, trustees and advisers, nor any correspondent, participant or assignee of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (v) of Section 3.07; provided, however, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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, such the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Bank, nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or willful misconduct of an Issuing Bank. No Issuing Bank Bank, nor any correspondents, participants or assignees of any Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against an Issuing Bank, consent, certificate, statement or other writing (which and an Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary damages suffered or incurred by such Xxxxxxxx(s) believed which are caused by such Issuing Bank’s willful misconduct or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it to be genuine or to be signed by the proper party or parties or beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) no Issuing Bank shall repay be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Holdings agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Holdings hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude Holdings pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; PROVIDED, HOWEVER, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat Holdings may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to Holdings, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed Holdings which Holdings proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C- Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, sf712790 28 shall be liable or responsible for the performance or non-performance any of the obligations matters described in subsections 3.04(a) through (g); provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in ------------------------ paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and any other documentation expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, -------- however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender (a) The Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, . (b) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness The Borrower hereby assumes all risks of the Canadian Borrower, acts or (e) the execution, effectiveness, genuineness, validity, omissions of any beneficiary or enforceability transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing correspondents, participants or assignees of the Bank shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.05; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Borrower may have a claim against the Bank, certificate, statement or other writing (which and the Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Bank may accept documents that appear on their face to be in order, such Issuing without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and other documents, if any, strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for (a) Bank for: any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, (b) as applicable); any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, (c) any recitals, statements, representations ; or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) 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, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of SECTION 3.6; PROVIDED, HOWEVER, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Borrowers may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrowers, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrowers which the Borrowers prove were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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 Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates or other documents or writing expressly required by such the 62 Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in clauses (a) through (g) of Section 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part of an Issuing Bank in the payment Bank's wrongful dishonor of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and any other documentation expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document which on its face appears valid or the authority of any the Person executing or delivering any such document. . (b No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. a. Each Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . b. No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, ; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. c. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 1.2.6; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a sight draft and certificate(s) substantially complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that reasonably appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of SECTION 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise ------------------------ Lender and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates if expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this -------- assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 5.1.5; provided, however, ------------- -------- anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier or similar writing) believed by it to be genuine or to be signed for such damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, ------------------------ in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No Issuing Bank Administrative Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender Bank for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks or Required LendersBanks, (b) as applicable; any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, (c) any recitals, statements, representations ; or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and -------- ------- shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Administrative Agent-Related Person, nor any of the respective correspondents, participants, or assignees of the Issuing Bank, shall be liable or responsible for any other document contemplated therebyof the matters described in subsection (g) above. No In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Companies agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Companies 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, however, that this assumption is not intended to, and shall not, preclude the Companies' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank (including the Banks), shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Companies may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Companies, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Companies which the Companies prove were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit except as a result of a court order after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or purporting to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which transfer a Letter of Credit or the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such gross negligence Letter of Credit which may prove to be invalid or wilful misconductineffective for any reason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (g) of Section 3.06; provided that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company to the extent such damages are determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s wrongful dishonor of 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur not be responsible for the validity or sufficiency of any liability (i) by acting instrument transferring or assigning or purporting to transfer or assign such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in reliance upon any noticewhole or in part, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it prove to be genuine invalid or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable ineffective for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, Lender and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Bank, nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) 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, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement or assume risks or losses arising out of the gross negligence, bad faith or willful misconduct of an Issuing Bank. No Issuing Bank Bank, nor any correspondents, participants or assignees of any Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon through (vii) of Section 6.6; provided, however, that any noticeBorrower may have a claim against an Issuing Bank, consent, certificate, statement or other writing (which and an Issuing Bank may be a bank wireliable to such Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writingexemplary damages suffered or incurred by such Borrower(x) believed xxxxh are caused by such Issuing Bank’s willful misconduct or gross negligence (i) in failing to pay under any Letter of Credit after the presentation to it to be genuine or to be signed by the proper party or parties or beneficiary of a sight draft, certificate(s) and any other documents, if any, strictly complying with the terms and conditions of such Letter of Credit, (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing its paying under a Letter of CreditCredit against presentation of a sight draft, certificate(s) or other documents not complying with the terms of such Letter of Credit or (iii) its failure to comply with the obligations imposed upon it, as an issuing bank, under applicable state law; provided, however, that (y) each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and (z) no Issuing Bank shall repay be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by reason, provided that any such Lender instrument appears on its face to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and other documents, if any, expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C- Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of SECTION 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence in failing to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft, certificate(s) and other documents, if any, strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Agent-Related Person nor any correspondents, participant or assignee of the Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- ------- preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person nor any of the correspondents, participants or assignees of the Issuing Bank shall incur be liable or responsible for any liability of the matters described in clauses (ia) by acting through (g) of Section 3.6; provided, however, notwithstanding -------- ------- anything in reliance upon any noticesuch clauses, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful or grossly negligent failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) such Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document which on its face appears valid or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Majority Lenders (or all of the Lenders, as applicable under SECTION 11.01); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; PROVIDED, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, unless it received a notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender any amount paid by such Lender transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which appear to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbe in order when presented.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) The Issuing Bank nor any of and its representativescorrespondents, officers, employees or agents participants and assignees shall not be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Majority Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any Letter of Credit Related Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit, or any other document contemplated thereby. No The Issuing Bank and its correspondents, participants and assignees shall incur not be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 3.06; provided, consenthowever that the Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves was caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) None of the Issuing Bank, the Agent-Related Persons or any of the respective correspondents, participants or assignees of the Issuing Bank nor any of its representatives, officers, employees or agents the Agent-Related Persons shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Except as otherwise provided in this clause (c), 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' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the Agent-Related Persons or any other document contemplated thereby. No of the respective correspondents, participants or assignees of the Issuing Bank or the Agent-Related Persons shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrowers may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrowers, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrowers which the Borrowers prove were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Companies agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and any other documents expressly required by such the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, Banks; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Companies 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, however, that this assumption is not intended to, and shall not, preclude the Companies' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank (including the Banks), shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided, however, anything in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it such clauses to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.contrary

Role of the Issuing Bank. Each The Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each the Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 9.3 promptly, as and when received by such the Issuing Bank, each Lender’s Facility A Participation of any payments made to such the Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. No Neither the Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Majority Lenders, (b) any action taken or omitted to be taken in the absence of intentional or gross negligence or wilful misconductfault, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. No The Issuing Bank shall not incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.139.12. The obligations of the Lenders hereunder are several joint and not joint and severalsolidary, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 119. In the event of intentional or gross negligence or wilful misconduct fault on the part of an the Issuing Bank in the payment of any drawing draft under a Letter of Credit, such the Issuing Bank shall repay to each Lender any amount paid by such Lender to such the Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct9.2.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable (a) The Issuing Bank shall not have any responsibility to obtain any document in connection with paying any draw under a Letter of Credit (other than as any required sight or time draft, certificate and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representatives, officers, employees correspondents or agents assignees shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Document. (c) Xxxxxx hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Hirsch's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Neither the Agent, nor any of its officers, directors or employees, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 2A.06; provided, consenthowever, certificatethat Xxxxxx may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to Xxxxxx, telecopier to the extent of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed Xxxxxx which Xxxxxx proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a required sight or time 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreasons.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any Table of Contents sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of any Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in Sections 3.06(a) through 3.06(g); provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank’s willful misconduct or gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company and the other Account Parties agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, document and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformity with the draw requirements of such Letter of Credit) of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company and the other Account Parties 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, however, that this assumption is not intended to, and shall not, preclude the Company's or any other document contemplated therebyAccount Party's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) through (vii) of Section 2.6; provided, however, anything in such clauses to the contrary notwithstanding, that the Company or the other Account Parties may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company or the other Account Parties, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by acting in reliance upon any notice, consent, certificate, statement the Company or the other writing Account Parties which were caused by the Issuing Bank's willful misconduct or gross negligence (which may be a bank wire, telecopier shall include payment against non-conforming draw request documentation) or similar writing) believed by the Issuing Bank's willful failure to pay under any Letter of Credit after the presentation to it to be genuine or to be signed by the proper party or parties or (iibeneficiary of a sight draft, documents and certificate(s) by acting as permitted under Section 11.13. The obligations strictly complying with the terms and conditions of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates or other documents or writing expressly required by such the 54 Credit Agreement - Idex Corporation 62 Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in clauses (a) through (g) of Section 3.06; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part of an Issuing Bank in the payment Bank's wrongful dishonor of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise (a) The Lenders and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates or other documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representativescorrespondents, officers, employees participants or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Committed Lenders (including the Required Lenders), as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee of any Letter of Credit at law or under any other document contemplated therebyagreement. No In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may not be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable responsible for the performance validity or non-performance of the obligations sufficiency of any other Lender under this ARTICLE 11. In the event of gross negligence instrument transferring or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under assigning or purporting to transfer or assign a Letter of CreditCredit or the rights or benefits thereunder or proceeds thereof, such Issuing Bank shall repay in whole or in part, which may prove to each Lender be invalid or ineffective for any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C- Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent-Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in Sections 3.06(a) through (g); provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable (a) The Issuing Bank shall not have any responsibility to obtain any document in connection with paying any draw under a Letter of Credit (other than as any required sight or time draft, certificate and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No . (b) Neither the Issuing Bank nor any of its representatives, officers, employees correspondents or agents assignees shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C Document. (c) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Neither the Administrative Agent, nor any of its officers, directors or employees, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting in reliance upon any noticethrough (vii) of Section 2A.06; provided, consenthowever, certificatethat the Borrower may have a claim against the Issuing Bank, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under a required sight or time 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreasons.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree ------------------------ that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and any other documentation expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, -------- however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. (a) Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Issuing Bank shall incur Agent- Related Person, nor any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and severalrespective correspondents, and no Lender participants or assignees of the Issuing Bank, shall be liable or responsible for the performance or non-performance any of the obligations matters described in Sections 3.06(a) through (g); provided, however, anything ---------------- --- ----------------- in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any other Lender under this ARTICLE 11. In direct, as opposed to consequential or exemplary, damages suffered by the event of Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Except as otherwise provided in this clause (c), 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' pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.6; provided that, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrowers may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrowers, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrowers which the Borrowers prove were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.

Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees L/C Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. . (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) Each L/C Borrower jointly and severally hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any L/C Borrower's pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent- Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat an L/C Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to an L/C Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed such L/C Borrower which such L/C Borrower proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.