Common use of Role of the Issuing Bank Clause in Contracts

Role of the Issuing Bank. (a) Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its correspondents, participants and assignees shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any 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. The Issuing Bank and its correspondents, participants and assignees shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- that 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 was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank L/C Lender and the such L/C Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank L/C Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the L/C Lenders (including the Majority BanksLenders, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The 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 agreement. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however in ----------- ----- --- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the an L/C Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the such L/C Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such L/C Borrower which the such L/C Borrower proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its correspondents, participants and assignees shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit Related Document. (c) The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit. The Issuing Bank and its correspondents, participants and assignees shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- that the Borrower Borrowers may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Company agree ------------------------ that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates any other documentation expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks (including the Required Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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. The Issuing Bank and its No Agent- Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority BanksLenders (including the Required Lenders, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C- Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (iSections 3.06(a) through (vii) of Section 3.06g); provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of any Issuing Bank shall not be liable to any Bank Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority BanksLenders (including the Required Lenders, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i3.06(a) through (vii) of Section 3.063.06(g); provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was were caused by the Issuing Bank's ’s willful misconduct or gross negligence or the Issuing Bank's ’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: (i) the Issuing Bank may Table of Contents 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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower ------------------------ agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) ), any action taken or omitted in connection herewith at the request or with the approval of the Banks (including the Majority Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit 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 agreement. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ however, anything in such -------- ------- clauses to the contrary notwithstanding, that 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 was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The No Issuing Bank and its nor any of the respective correspondents, participants and or assignees of such Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Required Banks; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any 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. The No Issuing Bank and its nor any of the respective correspondents, participants and or assignees of such Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- however, that the Borrower may have a claim against the such Issuing Bank, and the such 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 was were caused by the such Issuing Bank's willful misconduct or gross negligence or the such 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: (i) the 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) the such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Companies agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Companies hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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 agreement. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank (including the Banks), shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.063.6; provided, however however, anything in such clauses to the contrary ----------- ----- ------------ -------- notwithstanding, that the Borrower Companies may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompanies, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Companies which the Borrower proves was Companies prove 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 except as a result of a court order 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, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) 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 assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Company agree that, in ------------------------ paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates any other documentation expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks (including the Required Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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. The Issuing Bank and its No Agent- Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks (including the Required Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided 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. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (ia) through (viig) of Section 3.06; providedprovided that anything in such clauses to the contrary notwithstanding, however ----------- ----- ------------ -------- that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which Company to the Borrower proves was caused by 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 ’s willful misconduct or gross negligence or the Issuing Bank's willful failure to pay under ’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 a 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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Affiliate, officers, directors, employees, agents, attorneys-in-fact or any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks (including the Majority Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company's pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. The Issuing Bank and its No Affiliate, officers, directors, employees, agents, attorneys-in-fact, any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.063.06 or in clauses (i) and (ii) of this Section 3.05(c); provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Borrower, Company to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank Lender and the Borrower Company agree ------------------------ that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including the Majority BanksLenders, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C- Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, 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. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, ------- that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves was 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: (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 not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower Company agree that, in paying any drawing under a Letter of CreditCredit or Time Draft, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft draft, document and certificates expressly required by 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 the Person executing or delivering any such document. (b) The Issuing Bank and its No Agent-Related Person nor any of the respective correspondents, participants and or assignees of the Issuing Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks (including the Majority Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit L/C-Related Document. (c) The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Time Draft; 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. The Issuing Bank and its No Agent-Related Person, nor any of the respective correspondents, participants and or assignees of the Issuing Bank, shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.063.6; provided, however ----------- ----- ------------ -------- however, anything in such clauses to the contrary notwithstanding, that the Borrower Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves was were caused by the Issuing Bank's willful misconduct or gross negligence (which shall include payment against non- conforming draw request documentation) 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 draft, documents and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or Time Draft. 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 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 Time Draft or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of the Issuing Bank. (a) Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. (b) The Issuing Bank and its correspondents, participants and assignees shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Banks; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any 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. The Issuing Bank and its correspondents, participants and assignees shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.06; provided, however ----------- ----- ------------ -------- that 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 was 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: (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 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.