Liability. None of the Administrative Agent, any Domestic Lender, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)]), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that, the foregoing shall not be construed to excuse any L/C Issuer from liability to to the extent of any direct damages (as opposed to consequential damages) suffered by that are caused by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Liability. None of the Administrative Agent, any Domestic Lender, anythe Lenders, the L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,provided that the foregoing shall not be construed to excuse anythe L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages)damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of anythe L/C Issuer (as finally determined by a court of competent jurisdiction), suchthe L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Liability. None of the Administrative Agent, any Domestic Lender,the Lenders, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,provided that the foregoing shall not be construed to excuse anyan L/C Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages)damages, claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable Law) suffered by such Borrower that are caused by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of anyan L/C Issuer (as finally determined by a court of competent jurisdiction), suchan L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Liability. None of the Administrative Agent, any Domestic Lender,the Revolving Lenders, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,provided that the foregoing shall not be construed to excuse anyan L/C Issuer from liability to _Released U.K. Borrowers:the to the extent of any direct damages (as opposed to consequential damages)damages, claims in respect of which are hereby waived by the to the extent permitted by Applicable Law) suffered by _Released U.K. Borrowers:the that are caused by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of anyan L/C Issuer (as finally determined by a court of competent jurisdiction), suchan L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Liability. None ofNeither the Administrative Agent, the Issuing Bank, any Domestic Lender,Lender nor any L/C Issuer, orRelated Party of any of their respective Related Partiesthe foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationterms or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,Issuing Bank; provided that the foregoing shall not be construed to excuse any L/C Issuerthe Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the such L/C Issuer’Issuing Banks failure to exercise due care when determining whether drafts andor other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuerthe Issuing Bank (as finally determined by a court of competent jurisdiction), such L/C Issuerthe Issuing Bank shall be deemed to have exercised due care in each such determination,determination. In furtherance of the foregoing and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment theretowithout limiting the generality thereof, the parties agree that, with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may acceptrespect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of CreditCredit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).Credit.
Liability. None ofNeither the Administrative Agent, any Domestic Lender,Issuing Bank, any L/C Issuer, orLender nor any Related Party of any of their respective Related Partiesthe foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationterms or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,Issuing Banks; provided that the foregoing shall not be construed to excuse any L/C IssuerIssuing Banks from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the such L/C Issuer’Issuing Bank’s failure to exercise due care when determining whether drafts andor other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C IssuerIssuing Bank (as finally determined by a court of competent jurisdiction), such L/C IssuerIssuing Bank shall be deemed to have exercised due care in each such determination,determination. In furtherance of the foregoing and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment theretowithout limiting the generality thereof, the parties agree that, with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may acceptrespect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of CreditCredit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).Credit.
Limited Liability. None of the Administrative Agent, the Lenders, any Domestic Lender, any L/C Issuer,Issuing Bank, or any of their respective Related Parties shallParties, will have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationterms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the applicable L/C Issuer; provided, that,circumstances referred to in [[clauses (a), (b) or (c) of Section 2.05(6)])])]]; provided that the foregoing shallwill not be construed to excuse any L/C Issuerthe applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages) suffered by thatdamages, claims in respect of which are causedhereby waived by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive,Borrowers to the extent permitted by applicable Law, any standard of care inconsistent withlaw) suffered by the foregoing).Borrowers that are
Liability. None of the Administrative Agent, any Domestic Lender, any L/C Issuer,the , the Issuing Banks, or any of their respective Related PartiesParties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C IssuerIssuing Banks or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationterms or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that,Issuing Banks; provided that the foregoing shall not be construed to excuse any L/C IssuerIssuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages)damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the such L/C Issuer’any Issuing Bank’s failure to exercise carefraud, gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to itas determined by the beneficiarya final, non-appealable judgment of a sight draft and certificate(s) strictly complying with the terms and conditionscourt of a Letter of Credit.competent jurisdiction. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Liability. Noneor not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Domestic Lender, any L/CLC Issuer, ornor any of their respective Related PartiesParties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in [Section 2.03(g)])the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationterms or any consequence arising from causes beyond the control of the applicable L/CLC Issuer; provided, that,provided that the foregoing shall not be construed to excuse any L/CLC Issuer from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential damages)or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the such L/CLC Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof 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.thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/CLC Issuer (as finally determined by a court of competent jurisdiction), such L/CLC Issuer shall be deemed to have exercised care in each such determination,determination. In furtherance of the foregoing and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment theretowithout limiting the generality thereof, the parties agree that, with a certified true copy marked as such or waive a requirement for its presentation; # such L/C Issuer may acceptrespect to documents thatpresented which appear on their face to be in substantial compliance with the terms of a Letter of CreditCredit, the applicable LC Issuer may, in its sole discretion, either accept and make or request a Lender to make, as applicable, payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and may make or request a Lender to make, as applicable, payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).Credit.
Liability.Role of . Each Lender and each 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 Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Administrative Agent, any Domestic Lender, anyapplicable L/C Issuer, orthe Administrative Agent, any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective ofnor any of the circumstances referredrespective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for # any action taken or omitted in [Section 2.03(g)]),connection herewith at the request or with the approval of or the Required , as applicable; # any error, omission, interruption, lossaction taken or delayomitted in transmissionthe absence of gross negligence or deliverywillful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment); or # the due execution, effectiveness, validity or enforceability of any draft, noticedocument or other communication under or relatinginstrument related to any Letter of Credit (includingor Letter of Credit Application. Each Borrower hereby assumes all risks of the acts or omissions of any document requiredbeneficiary or transferee with respect to make a drawing thereunder),its use of any error in interpretationLetter of technical terms,Credit; provided, however, that this assumption is not intended to, and shall not, preclude any error in translationBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any consequence arising from causes beyond the controlother agreement. None of the applicable L/C Issuer;Issuer, the Administrative Agent, any of their respective Related Parties, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in ; provided, that,however, that anything in such clauses to the foregoing shall not be construed to excuse anycontrary notwithstanding, a Borrower may have a claim against such L/C Issuer, and such L/C Issuer from liabilitymay be liable to such Borrower, to the extentextent, but only to the extent, of any direct damages (asdirect, as opposed to consequential damages)or exemplary, damages suffered by that aresuch Borrower which such Borrower proves were caused by the such L/C Issuer’s failure to exercise care when determining whether draftswillful misconduct or gross negligence (as determined by a court of competent jurisdiction by final and other documents presented under a Letter of Credit comply with the terms thereofnon-appealable judgment) 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)documents strictly complying with the terms and conditions of a Letter of Credit. The parties hereto expressly agree that,In furtherance and not in limitation of the absence of gross negligence or willful misconduct onforegoing, the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination, and that: # such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; # suchapplicable L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Creditorder, without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; # such L/C Issuer shall havenot be responsible for the right, in its sole discretion,validity or sufficiency of any instrument transferring or assigning or purporting to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and # this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented undertransfer or assign a Letter of Credit comply withor the terms thereof (and the parties hereto hereby waive,rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to the extent permitted by applicable Law,be invalid or ineffective for any standard of care inconsistent with the foregoing).reason.
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