Common use of Additional Provisions Relating to Letters of Credit Clause in Contracts

Additional Provisions Relating to Letters of Credit. (a) The obligations of the Borrower with respect to Letters of Credit shall be absolute and unconditional and shall rank pari pasu with the obligations of the Borrower to repay all other Obligations. (b) None of the Issuing Lender, the Issuing Lender's correspondents, any advising, negotiating, or paying bank with respect to any Letter of Credit, the Agent, or the Lenders shall be responsible in any way for: (i) performance by any beneficiary under any Letter of Credit of that beneficiary's obligations to the Borrower; or (ii) the form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any Letter of Credit if (with respect to the foregoing) such documents on their face appear to be in order. (c) The Issuing Lender may honor, as complying with the terms of any Letter of Credit and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, liquidator, receiver, or other legal representative of the party authorized under such Letter of Credit to draw or issue such drafts or other documents. (d) Unless otherwise agreed to in the applicable Letter of Credit application, the Borrower hereby authorizes the Issuing Lender to (i) select an advising bank, if any; (ii) select a paying bank, if any; and (iii) select a negotiating bank. (e) The Issuing Lender, the Agent, and the Lenders shall have discharged their respective obligations under any Letter of Credit which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instruments (or by any other commercially reasonable and comparable method). The Issuing Lender, the Agent, and the Lenders do not assume any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation. (f) The Issuing Lender's, the Agent's and the Lenders' rights, powers, privileges and immunities specified in or arising under this Section with respect to Letters of Credit are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract. (g) The Letters of Credit, except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuing Lender, the Agent, and the account party of the subject Letter of Credit, will be governed by the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce, Publication No. 400, and any subsequent revisions thereof. (h) The obligations of the Borrower under the within Agreement with respect to the Letters of Credit are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following: (i) Any lack of validity or enforceability or restriction, restraint or stay in the enforcement of the within Agreement, any Letter of Credit, or any other agreement or instrument relating thereto. (ii) The existence of any claim, set-off, defense, or other right which the Borrower may have at any time against the beneficiary of any Letter of Credit.

Additional Provisions Relating to Letters of Credit. (a) The obligations of the Borrower Borrowers with respect to Letters of Credit shall be absolute and unconditional and shall rank pari pasu passu with the obligations of the Borrower to repay all other Obligations. The Lender's rights, powers, privileges and immunities specified in or arising under this Agreement and the other Loan Documents are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rules of law or contract. (b) The Borrowers will (i) promptly examine the copy of any Letter of Credit (and any amendments thereto) sent to it by the Lender; (ii) promptly examine all instruments and documents delivered to it from time to time by the Lender; and (iii) within two (2) Business Days of receipt thereof, provide the Lender with written notice of any irregularity or claim of non-compliance with the instructions of the Borrowers. The Borrowers are conclusively deemed to have waived any such claim against the Lender and its correspondents unless such notice is so timely given. (c) None of the Issuing Lender, the Issuing Lender's correspondents, any advising, negotiating, or paying bank with respect to any Letter of Credit, the Agent, or the Lenders Credit shall be responsible in any way for: (i) performance by any beneficiary under any Letter of Credit of that beneficiary's obligations to the BorrowerBorrowers; or (ii) the form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any Letter of Credit if (with respect to the foregoing) such documents on their face appear to be in order. (cd) The Issuing Lender may honor, as complying with the terms of any Letter of Credit and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, liquidator, receiver, or other legal representative of the party authorized under such Letter of Credit to draw or issue such drafts or other documents. (de) Unless otherwise agreed to to, in the applicable Letter of Credit applicationparticular instance, the Borrower Borrowers hereby authorizes the Issuing Lender to (i) select an advising bank, if any; (ii) select a paying bank, if any; and (iii) select a negotiating bank. (ef) The Issuing LenderAll directions, the Agentcorrespondence, and funds transfers relating to any Letter of Credit are at the Lenders risk of the Borrowers. The Lender shall have discharged their its respective obligations under any Letter of Credit which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instruments (or by any other commercially reasonable and comparable method). The Issuing Lender, the Agent, and the Lenders do Lender does not assume any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation. (fg) The Issuing Lender's, the Agent's and the Lenders' rights, powers, privileges and immunities specified in or arising under this Section with respect to Letters of Credit Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract. (gh) The Letters of Credit, except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuing Lender, the Agent, Lender and the account party of the subject Letter of Credit, will be governed by the Uniform Customs and Practice for Documentary Credits (1983 Revision)Credits, International Chamber of Commerce, Publication No. 400500, and any subsequent revisions thereof. (hi) The obligations of the Borrower Borrowers under the within Agreement with respect to the Letters of Credit are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following: (i) Any lack of validity or enforceability or restriction, restraint or stay in the enforcement of the within Agreement, any Letter of Credit, or any other agreement or instrument relating thereto. (ii) Any amendment or waiver of, or consent to the departure from, all or any of the above. (iii) The existence of any claim, set-off, defense, or other right which the any Borrower may have at any time against the beneficiary of any Letter of Credit.

Additional Provisions Relating to Letters of Credit. (a) The obligations of the Borrower Borrowers with respect to Letters of Credit shall be absolute and unconditional and shall rank pari pasu with the obligations of the Borrower Borrowers to repay all other Obligations. The Lenders' rights, powers, privileges and immunities specified in or arising under this Agreement and the other Loan Documents are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rules of law or contract. (b) None of the Issuing LenderBank, the Issuing LenderBank's correspondents, any advising, negotiating, or paying bank with respect to any Letter of Credit, the Agent, or the Lenders shall be responsible in any way for: (i) performance by any beneficiary under any Letter of Credit of that beneficiary's obligations to the any Borrower; or (ii) except as a result of their respective gross negligence or wilful misconduct, the form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any Letter of Credit if (with respect to the foregoing) such documents on their face appear to be in order. (c) The Issuing Lender Bank may honor, as complying with the terms of any Letter of Credit and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, liquidator, receiver, or other legal representative of the party authorized under such Letter of Credit to draw or issue such drafts or other documents. (d) Unless otherwise agreed to to, in the applicable Letter of Credit applicationparticular instance, the Borrower Borrowers hereby authorizes authorize the Issuing Lender Bank to (i) select an advising bank, if any; (ii) select a paying bank, if any; and (iii) select a negotiating bank. (e) All directions, correspondence, and funds transfers relating to any Letter of Credit are at the risk of the Borrowers. The Issuing LenderBank, the Agent, and the Lenders shall have discharged their respective obligations under any Letter of Credit which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instruments (or by any other commercially reasonable and comparable method). The Issuing LenderBank, the Agent, and the Lenders do not assume any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation. (f) The Issuing LenderBank's, the Agent's and the Lenders' rights, powers, privileges and immunities specified in or arising under this Section with respect to Letters of Credit Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract. (g) The Letters of Credit, except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuing Lender, the Agent, Bank and the account party of the subject Letter of CreditLead Borrower, will be governed by the Uniform Customs and Practice for Documentary Credits (1983 Revision)Credits, International Chamber of Commerce, Publication No. 400500, and any subsequent revisions thereof. (h) The obligations of the Borrower Borrowers under the within this Agreement with respect to the Letters of Credit are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following: (i) Any lack of validity or enforceability or restriction, restraint or stay in the enforcement of the within this Agreement, any Letter of Credit, or any other agreement or instrument relating thereto. (ii) Any amendment or waiver of any Letter of Credit. (iii) The existence of any claim, set-off, defense, or other right which the any Borrower may have at any time against the beneficiary of any Letter of Credit. (iv) Any good faith honoring of a drawing under a Letter of Credit, which drawing could possibly have been dishonored based upon a strict construction of the terms of the Letter of Credit.