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

Role of L/C Issuer. Each of the Borrower and the Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi); provided, however, that anything in such Sections to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document (other than to determine that such document appears on its face to be in compliance with the terms of such Letter of Credit) or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(ix) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or or, so long as such document appeared to comply with the terms of the Letter of Credit, 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. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may may, so long as such documents appeared to comply with the terms of the Letter of Credit, 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 and, so long as the L/C Issuer is acting in good faith, the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer (or other issuer) shall not have any responsibility to obtain any document (other than any sight draft, certificates and other documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor (or any of their respective affiliatesother issuer), directors, officers, employees, agents or advisors any Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender under any Revolving Lender Tranche for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders under such Revolving Tranche or the Required Majority Lenders under such Revolving LendersTranche, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction, jurisdiction in a final and nonappealable judgment or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Borrower from pursuing such rights and remedies as it they may have against the beneficiary or transferee at law Law or under any other agreement. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(f); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction)negligence. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may or other issuer may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reasonreason or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees Company agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the an L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence negligence, willful misconduct or willful misconduct, as determined by a final non-appealable judgment material breach of a court of competent jurisdiction, this Agreement or any other Loan Document; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 BorrowerCompany’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the an L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(ix) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, indirect, punitive or exemplary, damages suffered by the Borrower Company which the Borrower Company proves were caused by the such L/C Issuer’s bad faith, willful misconduct, gross negligence or material breach of this Agreement or any other Loan Document, or such L/C Issuer’s willful misconduct or gross negligence (as determined failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s a Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(ix) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the a Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court of competent jurisdiction)or other Governmental Authority. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees US Borrower or the European Borrower, as applicable, agree that, in paying any drawing drawing, payment or disbursement, as applicable, under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Multicurrency RCF Lenders, US Dollar RCF Lenders, the Required Multicurrency Revolving Lenders or the Required US Dollar Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the either 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the US Borrower or the European Borrower, as applicable, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Lenders or the Required Revolving Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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, howeverthat, 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.03(e); provided, howeverthat, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Multicurrency Revolving Credit Lenders or the Required Multicurrency Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 BorrowerCompany’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Borrower Dollar Tranche Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Dollar Tranche Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Dollar Tranche Lenders or the Tranche Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s a Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(d); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the an L/C Issuer, and the an L/C Issuer 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 a Borrower which the that such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by a final non-appealable judgment it after the presentation to it by the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Pro Rata Facilities Lenders, the Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (proves, as determined by a final non-appealable judgment of a court of competent jurisdiction), were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a 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, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuers may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors its Related Parties nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Required Lenders or the Required Class Lenders in respect of the Revolving LendersFacility, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors its Related Parties nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(iii) of this Section 2.4(e); provided, however, provided that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondents, participants or assignees of the such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondents, participants or assignees of the L/C Issuer Issuers, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuers may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Dollar Tranche Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Dollar Tranche Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Dollar Tranche Lenders or the Tranche Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s either Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(d); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the an L/C Issuer, and the an L/C Issuer 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 which Borrowers that the Borrower proves Borrowers prove were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by a final non-appealable judgment it after the presentation to it by the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Bank and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the an L/C Issuer shall be liable to any Revolving Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders Banks or the Required Revolving LendersMajority Banks, as applicable; (ii) any action taken or omitted in unless a court of competent jurisdiction determines by a final, non-appealable judgment that the absence taking or omitting of such action constituted gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.9(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which the Borrower proves were or its Subsidiaries that are found by a final, non-appealable judgment of a court of competent jurisdiction to have been caused by the an L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction)negligence. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees Parent Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, the Administrative Agent, any Lender, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders, the Required Revolving Lenders or the Required Revolving LendersDollar Tranche Lender, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Parent 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 Parent 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, the Administrative Agent, any Lender, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vii) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Parent Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Parent Borrower which the Parent Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’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 (other than as determined by a final non-appealable judgment result of an order of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with such beneficiary.

Role of L/C Issuer. Each of Revolving Credit Lender, each Pre-Funded L/C Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationL/C Certificate. 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vii) of Section 2.3(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction or such L/C Issuer’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 AND THE BORROWER FOR ITSELF AND ITS SUBSIDIARIES, HEREBY WAIVES AND RELINQUISHES ANY AND ALL CLAIMS IT MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility DB1/ 88815292.10 to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, willful misconduct or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, bad faith; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the any L/C Issuer, and the such L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (proves, as determined by a final non-appealable nonappealable judgment of a court of competent jurisdiction), were caused by such L/C Issuer’s gross negligence, willful misconduct or bad faith or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a 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, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a any Letter of Credit, neither the L/C Issuer nor the L/C Substitute Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, the L/C Substitute Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer or the L/C Substitute Issuer shall be liable to any Revolving Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as determined by a final non-appealable and nonappealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument Instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither None of the L/C Issuer, the Administrative Agent Agent, the L/C Substitute Issuer, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Substitute Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined of the L/C Issuer or L/C Substitute Issuer or the willful failure of the L/C Issuer or L/C Substitute Issuer to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer and the L/C Substitute Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and neither the L/C Issuer nor the L/C Substitute Issuer shall not be responsible for the validity or sufficiency of any instrument Instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Class Lenders with respect to the Revolving Lenders or the Required Revolving Lenders, as applicableCredit Facility; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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, 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. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, provided that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the No L/C Issuer nor or Agent or any of their respective affiliatesRelated Parties or any correspondent, directors, officers, employees, agents participant or advisors nor assignee of any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of all Lenders, all Applicable Tranche Lenders, the Revolving Lenders applicable Tranche Required Lenders, or the Required Revolving Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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, provided that this assumption is not intended to, and shall not, preclude the Borrower’s any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the No L/C Issuer nor or Agent or any of their respective affiliatesRelated Parties or any correspondent, directors, officers, employees, agents participant or advisors nor assignee of any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (a) through 2.02(e)(vi)(e) of Section 7.5; provided, however, provided that anything in such Sections clauses to the contrary notwithstanding, the a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the Borrower it proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct on the part of such Person as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, 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 Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.2(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were directly caused by the L/C Issuer’s willful misconduct or gross negligence (or L/C Issuer’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 as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, Revolving Lenders, Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the such L/C Issuer’s 's willful misconduct or gross negligence (as determined or such L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document (other than to determine that such document appears on its face to be in compliance with the terms of such Letter of Credit) or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliatesRelated Parties nor correspondent, directors, officers, employees, agents participant or advisors nor any of the correspondents, participants or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties, nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction, jurisdiction by a final and nonappealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, Bankers’ Acceptance, Issuer Document or Letter of Credit ApplicationAcceptance 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 CreditCredit or Bankers’ Acceptance; 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction by a final and nonappealable judgment or the L/C Issuer’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 or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any Revolving Credit Lender, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, any Lender, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the No L/C Issuer nor or Agent or any of their respective affiliatesRelated Parties or any correspondent, directors, officers, employees, agents participant or advisors nor assignee of any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of all Lenders, all Applicable Tranche Lenders, the Revolving applicable Tranche Required Lenders or the Required Revolving Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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, provided that this assumption is not intended to, and shall not, preclude the Borrower’s any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the No L/C Issuer nor or Agent or any of their respective affiliatesRelated Parties or any correspondent, directors, officers, employees, agents participant or advisors nor assignee of any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (a) through 2.02(e)(vi)(e) of Section 5.5; provided, however, provided that anything in such Sections clauses to the contrary notwithstanding, the a Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the Borrower it proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Revolving Credit Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Revolver Agent, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the any 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Revolver Agent, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections clauses (including, without limitation, Section 2.03(e)) to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight or time draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Dollar Tranche Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Dollar Tranche Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Dollar Tranche Lenders or the Tranche Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(d); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer 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 that the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by a final non-appealable judgment it after the presentation to it by the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither document provided that such sight drafts, certificates and other documents required by any Letter of Credit appear regular on their face, except to the Administrative Agent nor extent of the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents Issuer’s gross negligence or advisors willful misconduct. No Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 the foregoing assumption is not intended to, and shall not, change the obligations of the L/C Issuer set forth herein with respect to Letters of Credit or 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliatesNo Agent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that . Notwithstanding anything contained in such Sections the foregoing provisions of this Section 2.03(f) or elsewhere to the contrary notwithstandingcontrary, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) complying with the terms and conditions of competent jurisdiction)such Letter of Credit or the L/C Issuer’s payment under any Letter of Credit after presentation to it by the beneficiary of a sight draft, certificate(s) or other documents which do not comply with the terms and conditions of a Letter of Credit or which do not appear regular on their face. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformance to the terms of the Letter of Credit) of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.03(e); provided, however, that that, anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the such L/C Issuer 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 Borrower, Consolidated Entities or Unconsolidated Entities which the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as finally determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction or such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further 56718230_5 investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliatesRelated Parties noror any correspondent, directors, officers, employees, agents 4839-9354-3409 v.6 participant or advisors nor any of the correspondents, participants or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliatesRelated Parties or any correspondent, directors, officers, employees, agents participant or advisors nor any of the correspondents, participants or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; provided, however, that anything in this sentence to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence.

Role of L/C Issuer. Each of Lender with a Revolving Commitment and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving such Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the The Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.02(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as are determined by a final final, non-appealable judgment of a court of competent jurisdiction)jurisdiction to have arisen from the L/C Issuer's gross negligence or willful misconduct or the L/C Issuer'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 L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither document except to the Administrative Agent nor extent of the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents Issuer's gross negligence or advisors willful misconduct. No Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliatesNo Agent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.may

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees that, agree that (x) in paying any drawing under a Letter of Credit, the L/C Issuer Issuer, or (y) in issuing any L/C Guaranty, the Administrative Agent, shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower Loan Parties hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowerany Loan Party’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s bad faith, willful misconduct or gross negligence (or the L/C Issuer’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 as finally determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction in a non-appealable decision. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Revolving Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(ix) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 - 51 - Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Bank and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the an L/C Issuer shall be liable to any Revolving Lender for Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders Banks or the Required Revolving LendersMajority Banks, as applicable; (ii) any action taken or omitted in unless a court of competent jurisdiction determines by a final, non-appealable judgment that the absence taking or omitting of such action constituted gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.9(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower or its Subsidiaries which the Borrower proves were caused by the (A) an L/C Issuer’s willful misconduct misconduct, gross negligence, violation of law or gross negligence breach in bad faith of such L/C Issuer’s obligations under any Loan Document or (as determined B) an L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight or time draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformance to the terms of the Letter of Credit) of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi); (v) of Section 2.03(e): provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 Borrower, Consolidated Entities or Unconsolidated Entities which the Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 that were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight or time draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits CACI INTERNATIONAL INC NINTH AMENDMENT thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders, the Revolving Lenders, the Required Revolving Lenders, the Pro Rata Lenders or the Required Revolving Pro Rata Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the such L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct communications with beneficiaries by way of the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message, by overnight courier or by other commercially reasonable means. Each L/C Issuer shall provide to the Administrative Agent a list of outstanding Letters of Credit (together with amounts) issued by it on a monthly basis (and upon the request of the Administrative Agent); the Administrative Agent shall provide a copy of such list to any Lender upon request.

Role of L/C Issuer. Each of the Borrower Revolving Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, a Lender, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the any 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties, nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or or, so long as such document appeared to comply with the terms of the Letter of Credit, 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. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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; providedprovided , howeverhowever , 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); providedprovided , howeverhowever , that anything in such Sections clauses to the F or p er so na l u se o nl y contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may may, so long as such documents appeared to comply with the terms of the Letter of Credit, 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 and, so long as the L/C Issuer is acting in good faith, the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Loan Lender, the L/C Agent and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the L/C Agent, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Affiliates nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Loan Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction, ); or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the L/C Agent, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Affiliates nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi)3.05; provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (proves, as determined by a final non-appealable judgment of a court of competent jurisdiction), were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a 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, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, Revolving Lenders, Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e) (Obligations Absolute); provided, however, that anything in such Sections clauses (i) through (v) to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the such L/C Issuer’s 's willful misconduct or gross negligence (as determined or such L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower hereby CHAR1\1641691v2CHAR1\1779505v1 assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverthat, 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, howeverthat, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (proves, as determined by a final non-appealable judgment of a court of competent jurisdiction), were caused by the L/C Issuer’s willful misconduct, bad faith, gross negligence or material breach of its obligations under the Loan Documents or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a 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, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer of such Letter of Credit shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the thesuch 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. Neither the Administrative Agent nor the None of thesuch L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the thesuch L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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, 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 Law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor IssuerIssuers, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the theany L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, provided that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the thean L/C Issuer, and the thesuch L/C Issuer 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 were caused by the thesuch L/C Issuer’s willful misconduct or gross negligence (as determined or thesuch L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by a final non-appealable judgment such L/C Issuer after the presentation to it by the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)asuch Letter of Credit. In furtherance and not in limitation of the foregoing, the thesuch L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the thesuch L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender with a Revolving Commitment and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving such Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the any L/C Issuer, and the each L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Revolver Lenders or the Required Revolving Total Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections Section to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Revolving Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuers, the Administrative Agents, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the Borrowersuch ▇▇▇▇▇▇▇▇’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuers, the Administrative Agents, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the a Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless such L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court of competent jurisdiction)or other Governmental Authority. In furtherance and not in limitation of the foregoing, the each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. 

Role of L/C Issuer. Each of Revolving Credit Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformance to the terms of the Letter of Credit) of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuers, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the such L/C Issuer 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 Borrower, Consolidated Entities or Unconsolidated Entities which the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as finally determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction or such L/C Issuer’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 an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document (other than to determine that such document appears on its face to be in compliance with the terms of such Letter of Credit) or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliatesRelated Parties nor correspondent, directors, officers, employees, agents participant or advisors nor any of the correspondents, participants or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties, nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 that were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight or time draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Revolving Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(ix) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliatesRelated Parties and any correspondent, directors, officers, employees, agents participant or advisors nor any assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for for: (i) any action taken or omitted in connection herewith not taken, at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable, in connection with a Letter of Credit or any Issuer Document; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by any action taken or not taken in connection with a final non-appealable judgment Letter of a court of competent jurisdiction, Credit or any Issuer Document; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliatesRelated Parties and any correspondent, directors, officers, employees, agents participant or advisors nor any assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); providedprovided that, however, that notwithstanding anything in such Sections to the contrary notwithstandingcontained in such clauses, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 that Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument document 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 that may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither , except to the Administrative Agent nor extent of the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents Issuer's gross negligence or advisors willful misconduct. No Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliatesNo Agent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders holding in excess of fifty percent (50%) of the Aggregate Commitments (or of the Required Total Revolving Lenders, as applicableOutstandings if the Aggregate Commitments have been terminated); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 's pursuing such rights and remedies as it they may have against the beneficiary or transferee at law under any applicable Law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Borrower Revolving Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s a Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the any L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(d); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the an L/C Issuer, and the an L/C Issuer 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 a Borrower which the that such Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit issued by a final non-appealable judgment it after the presentation to it by the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment, or such L/C Issuer’s payment under any Letter of Credit issued by it without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.of

Role of L/C Issuer. Each of Revolving Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as finally determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the such L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.03(e); providedprovided that, however, that notwithstanding anything in such Sections clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against the such L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by the such L/C Issuer’s (or its Related Parties’) gross negligence, bad faith, material breach or willful misconduct or gross negligence such L/C Issuer’s (as determined or its Related Parties’) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of NY\6127033.17 a final non-appealable judgment sight draft and certificate(s) strictly complying with the terms and conditions of a court Letter of competent jurisdiction)Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the The Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.02(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as are determined by a final final, non-appealable judgment of a court of competent jurisdiction)jurisdiction to have arisen from the L/C Issuer's gross negligence or willful misconduct or the L/C Issuer'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 L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees applicable Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The applicable 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 applicable Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the applicable L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.22(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the applicable Borrower which the applicable Borrower proves were caused by the applicable L/C Issuer’s willful misconduct or gross negligence (as determined or the applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a sight draft, certificate(s) or other document(s) strictly complying with the terms and conditions of a Letter of Credit unless the applicable L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court of competent jurisdiction)or other Governmental Authority. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each Revolving Lender and each of the Borrower and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or Revolving Lenders holding in excess of fifty percent (50%) of the Required Aggregate Commitments (or of the Total Revolving LendersOutstandings if the Aggregate Commitments have been terminated), as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at law under any Applicable Law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, Revolving Lenders, Required Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e) (Obligations Absolute); provided, however, that anything in such Sections clauses (i) through (v) to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender, McAfee and the Revolving Lenders agrees Irish Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The McAfee and the Irish Borrower 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 McAfee’s or the Irish Borrower’s ’s, as the case may be, pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, McAfee or the Borrower Irish Borrower, as the case may be, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to McAfee or the Irish Borrower, as applicable, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by McAfee or the Borrower Irish Borrower, as applicable, which McAfee or the Borrower Irish Borrower, as applicable, proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither None of the Administrative Agent nor the applicable L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondents, participants or assignees of the such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor None of the L/C Issuer nor Issuers, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondents, participants or assignees of the L/C Issuer Issuers, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer 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 were caused by the such L/C Issuer’s willful misconduct or gross negligence (as determined or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Revolving Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, a Lender, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the any 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 Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuer Issuer, the Administrative Agent, any of their respective Related Parties, nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Revolving Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s a Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(d); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 a Borrower which the that such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)such Letter of Credit or the L/C Issuer’s payment under any Letter of Credit without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees US Borrower or the European Borrower, as applicable, agree that, in paying any drawing drawing, payment or disbursement, as applicable, under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Multicurrency RCF Lenders, US Dollar RCF Lenders, the Required Multicurrency Revolving Lenders or the Required US Dollar Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the Borrowereither ▇▇▇▇▇▇▇▇’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the US Borrower or the European Borrower, as applicable, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees US Borrower or the European Borrower, as applicable, agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 the either 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) Colfax Credit Agreement 10/19/2011▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/1420800/000119312508113306/dex101.htm through (v) of Section 2.02(e)(i) through 2.02(e)(vi2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the US Borrower or the European Borrower, as applicable, may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct on the part of such Person as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, 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 Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.2(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were directly caused by the L/C Issuer’s willful misconduct or gross negligence (or L/C Issuer’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 as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. CREDIT AGREEMENT – Page 49 LEGAL_US_W # 119605720.10181885305.2

Role of L/C Issuer. Each of the Lender and Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct on the part of such Person as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, 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 Administrative Agent nor the None of L/C Issuer nor Issuer, Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any correspondent, participant or assignee of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(viii) of Section 2.2(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C CREDIT AGREEMENT – Page 55 Issuer, and the L/C Issuer 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 were directly caused by the L/C Issuer’s willful misconduct or gross negligence (or L/C Issuer’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 as determined by found in a final and non-appealable judgment decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of L/C Issuer. Each of the Lender and each Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter 30 FIVE-YEAR CREDIT AGREEMENT 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. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Each Borrower and any other Applicant 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 such Borrower’s 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.04(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the applicable Borrower and any other Applicant may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowersuch Borrower and such Applicant, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower or such Applicant which the such Borrower or such Applicant proves were caused primarily by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower Lender and the Revolving Lenders agrees Borrowers agree that, in paying any drawing under a any Letter of Credit, neither the L/C Issuers nor the L/C Substitute Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuers, the Administrative Agent, the L/C Substitute Issuer, any of their respective Related Parties nor any correspondent, participant or assignee of an L/C Issuer or the L/C Substitute Issuer shall be liable to any Revolving Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees None of the L/C Issuers, the Administrative Agent, the L/C Substitute Issuer, any of their respective Related Parties nor any correspondent, participant or assignee of an L/C Issuer or the L/C Substitute Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the an L/C Issuer, and the such L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined of such L/C Issuer or L/C Substitute Issuer or the willful failure of such L/C Issuer or L/C Substitute Issuer to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer and the L/C Substitute Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and neither an L/C Issuer nor the L/C Substitute Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Bank and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the an L/C Issuer shall be liable to any Revolving Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders Banks or the Required Revolving LendersMajority Banks, as applicable; (ii) any action taken or omitted in unless a court of competent jurisdiction determines by a final, non-appealable judgment that the absence taking or omitting of such action constituted gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.9(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower or its Subsidiaries which the Borrower proves were caused by the (A) an L/C Issuer’s willful misconduct misconduct, gross negligence, violation of law or gross negligence breach in bad faith of such L/C Issuer’s obligations under any Loan Document or (as determined B) an L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower and the Revolving Line of Credit Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Line of Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter letter of Credit Applicationcredit application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it Borrower may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi); provided, however, that anything in such Sections to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction). Clause E. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Revolving Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The 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 Administrative Agent nor None of the L/C Issuer nor Issuer, the Administrative Agent, any of their respective affiliates, directors, officers, employees, agents or advisors Related Parties nor any of the correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court of competent jurisdiction)or other Governmental Authority. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Target Revolving Lender and each Borrower and the Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Target Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Target Revolving Lenders or the Required Target Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower APP 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 BorrowerAPP’s pursuing pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(vi) of Section 2.12(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower APP may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the BorrowerAPP, 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 APP that APP proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of the Borrower The Borrowers and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, misconduct as determined by a final final, non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees, agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.02(e)(i) through 2.02(e)(vi2.02(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the L/C Issuer, and the L/C Issuer 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 were caused by the L/C Issuer’s willful misconduct or gross negligence (as are determined by a final final, non-appealable judgment of a court of competent jurisdiction)jurisdiction to have arisen from the L/C Issuer’s gross negligence or willful misconduct or the L/C Issuer’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 L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. 4140-1311-9828 ​ ​ ​

Role of L/C Issuer. Each of Lender and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy (other than conformance to the terms of the Letter of Credit) of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor None of the L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.03(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 Borrower, Consolidated Entities or Unconsolidated Entities which the Borrower proves were caused by the L/C Issuer’s 's willful misconduct or gross negligence (as determined or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of L/C Issuer. Each of Bank and the Borrower and the Revolving Lenders agrees agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliates, directors, officers, employees, agents or advisors Agent-Related Person nor any of the respective correspondents, participants or assignees of the an L/C Issuer shall be liable to any Revolving Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders Banks or the Required Revolving LendersMajority Banks, as applicable; (ii) any action taken or omitted in unless a court of competent jurisdiction determines by a final, non-appealable judgment that the absence taking or omitting of such action constituted gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, ; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The 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 Administrative Agent nor the None of any L/C Issuer nor Issuer, any of their respective affiliatesAgent-Related Person, directors, officers, employees, agents or advisors nor any of the respective correspondents, participants or assignees of the an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Section 2.02(e)(iclauses (i) through 2.02(e)(vi(v) of Section 2.9(e); provided, however, that anything in such Sections clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower or its Subsidiaries which the Borrower proves were caused by the (A) an L/C Issuer’s willful misconduct or gross negligence or (as determined B) an L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by a final non-appealable judgment the beneficiary of a court sight draft and certificate(s) strictly complying with the terms and conditions of competent jurisdiction)a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.