Common use of Fronted LC Provisions Clause in Contracts

Fronted LC Provisions. (1) Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender’s, sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Rateable Portions of any payments made to such Fronting Lender, by the applicable Borrower hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if such Borrower has made a payment to such Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. None of the applicable Fronting Lender or any of their representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the Fronting Lenders shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person or Persons. (2) Each Borrower and each Lender hereby authorize each applicable Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such each Fronting Lender’s, ’s sole liability to each relevant Canadian Facility Lender shall be to promptly return to the Canadian Agent for the account of the relevant Canadian Facility Lenders, each such Canadian Facility Lender’s respective Rateable Portions Portion of any payments made to such Fronting Lender, Lender by the applicable Borrower Nexen hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if such Borrower Nexen has made a payment to such Fronting Lender hereunder. Each Canadian Facility Lender agrees that, in paying any drawing under a Fronted LC, the applicable a Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of the applicable Neither a Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Canadian Facility Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Canadian Facility Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the No Fronting Lenders Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal telex or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each Borrower Nexen and each Canadian Facility Lender hereby authorize each applicable Fronting Lender to review on behalf of each Canadian Facility Lender each draft and other document presented under each Fronted LCLC issued by such Fronting Lender. The determination of the applicable a Fronting Lender as to the conformity of any documents presented under a Fronted LC issued by it to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower Nexen and each applicable Canadian Facility Lender. Such applicable A Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LCLC issued by it. A Such Fronting Lender shall promptly after such examination: (a) notify the Canadian Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, Nexen by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Canadian Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Canadian Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, Nexen whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender’s, sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Rateable Portions of any payments made to such Fronting Lender, by the applicable Borrower hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if such Borrower has made a payment to such Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. None of the applicable Fronting Lender or any of their representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the Fronting Lenders shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person or Persons. (2) Each Borrower and each Lender hereby authorize each applicable Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable Fronting Lender or the U.S. Syndicated Facility Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each Fronting Lender and the U.S. Facility Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender’s's or U.S. Facility Fronting Lender's, as the case may be, sole liability to each relevant Lender or U.S. Facility Lender (as applicable) shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective 's or U.S. Facility Lender's (as applicable) Rateable Portions Portion of any payments made to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, by the applicable Borrower hereunder (other than the fees and amounts payable to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, in either case, for its own account) if such Borrower has made a payment to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of the applicable Fronting Lender, the U.S. Facility Fronting Lender or any of their representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the Fronting Lenders nor the U.S. Facility Fronting Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each Borrower and each Lender hereby authorize each applicable Fronting Lender and the U.S. Facility Fronting Lender, as the case may be, to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s 's or the U.S. Facility Fronting Lender's, as the case may be, gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such each Fronting Lender’s, ’s sole liability to each relevant Syndicated Facility Lender shall be to promptly return to the Agent for the account of the relevant Syndicated Facility Lenders, each such Syndicated Facility Lender’s respective Rateable Portions Portion of any payments made to such Fronting Lender, Lender by the applicable Canadian Borrower hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if such the Canadian Borrower has made a payment to such Fronting Lender hereunder. Each Syndicated Facility Lender agrees that, in paying any drawing under a Fronted LC, the applicable a Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of the applicable Neither a Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Syndicated Facility Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Syndicated Facility Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the No Fronting Lenders Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal telex or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each The Canadian Borrower and each Syndicated Facility Lender hereby authorize each applicable Fronting Lender to review on behalf of each Syndicated Facility Lender each draft and other document presented under each Fronted LC. The determination of the applicable a Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall(which, for greater certainty, shall be in substantial compliance with the requirements of such Fronted LC), in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, shall be conclusive and binding on the applicable Canadian Borrower and each applicable Syndicated Facility Lender. Such applicable Fronting Lender or the U.S. A Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, shall examine all documents purporting to represent a demand for payment under any Fronted LC. A Such Fronting Lender shall promptly after such examinationexamination shall: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each The Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such the Fronting Lender’s, ’s sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Rateable Portions Portion of any payments made to such the Fronting Lender, Lender by the applicable Borrower hereunder (other than the fees and amounts payable to such the Fronting Lender for its own account) if such the Borrower has made a payment to such the Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of Neither the applicable Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful willful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the The Fronting Lenders Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal telex or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each The Borrower and each Lender hereby authorize each applicable the Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable The Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A The Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each Fronting Lender and the U.S. Facility Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender’s's or U.S. Facility Fronting Lender's, as the case may be, sole liability to each relevant Lender or U.S. Facility Lender (as applicable) shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective 's or U.S. Facility Lender's (as applicable) Rateable Portions Portion of any payments made to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, by the applicable Borrower hereunder (other than the fees and amounts payable to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, in either case, for its own account) if such Borrower has made a payment to such Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of the applicable Fronting Lender, the U.S. Facility Fronting Lender or any of their representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the Fronting Lenders nor the U.S. Facility Fronting Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each Borrower and each Lender hereby authorize each applicable Fronting Lender and the U.S. Facility Fronting Lender, as the case may be, to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s 's or the U.S. Facility Fronting Lender's, as the case may be, gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each 31150487.8 applicable Lender. Such applicable Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender or the U.S. Facility Fronting Lender, as the case may be, shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each The Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such the Fronting Lender’s, 's sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Xxxxxx's Rateable Portions Portion of any payments made to such the Fronting Lender, Lender by the applicable Borrower hereunder (other than the fees and amounts payable to such the Fronting Lender for its own account) if such the Borrower has made a payment to such the Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of Neither the applicable Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the The Fronting Lenders Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each The Borrower and each Lender hereby authorize each applicable the Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s 's gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable The Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A The Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each The Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such the Fronting Lender’s, 's sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Lxxxxx's Rateable Portions Portion of any payments made to such the Fronting Lender, Lender by the applicable Borrower hereunder (other than the fees and amounts payable to such the Fronting Lender for its own account) if such the Borrower has made a payment to such the Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of Neither the applicable Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the The Fronting Lenders Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal telex or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each The Borrower and each Lender hereby authorize each applicable the Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s 's gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable The Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A The Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each With respect to Fronted LCs, the Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such the Fronting Lender’s, ’s sole liability to each relevant applicable Lender shall be to promptly return to the Agent for the account of the relevant applicable Lenders, each such Lender’s respective Rateable Portions Portion of any payments made to such the Fronting Lender, Lender by the applicable Borrower hereunder (other than the fees and amounts payable to such the Fronting Lender for its own account) if such the Borrower has made a payment to such the Fronting Lender hereunder. Each applicable Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of Neither the applicable Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the applicable Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the The Fronting Lenders Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal telex or similar writing) believed by it to be genuine or to be signed by the proper Person person or Personspersons. (2) Each The Borrower and each Lender hereby authorize each applicable the Fronting Lender to review on behalf of each such Lender each draft and other document presented under each Fronted LCLC issued by the Fronting Lender. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC issued by it to the requirements of such Fronted LC shall, in the absence of such the Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct, be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable The Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LCLC issued by it. A The Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

Fronted LC Provisions. (1) Each With respect to Fronted LCs, the Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such the Fronting Lender’s, 's sole liability to each relevant applicable Lender shall be to promptly return to the Agent for the account of the relevant applicable Lenders, each such Lender’s respective 's Rateable Portions Portion of any payments made to such the Fronting Lender, Lender by the applicable Borrower hereunder (other than the fees and amounts payable to such the Fronting Lender for its own account) if such the Borrower has made a payment to such the Fronting Lender hereunder. Each applicable Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person person delivering any such document. None of Neither the applicable Fronting Lender or nor any of their its representatives, officers, employees or agents shall be liable to any Lender for: (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the applicable Lenders; (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby. None of any of the Fronting Lenders shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person or Persons. (2) Each Borrower and each Lender hereby authorize each applicable Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender shall promptly after such examination: (a) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment; (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and (c) notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.