Common use of Instructions; No Liability Clause in Contracts

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit Issuing Bank when received from an Authorized Person. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any such Instruction, but Agent’s and Letter of Credit Issuing Bank’s responsibility with respect to any Instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing Bank shall have responsibility to notify any Letter of Credit Account Party of any discrepancies between such Letter of Credit Account Party’s instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit Issuing Bank be liable for special, consequential, or punitive damages in connection therewith. Agent and Letter of Credit Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit Issuing Bank also may, at its option, refuse to act upon any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions shall continue in full force and effect unless Letter of Credit Issuing Bank may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit Issuing Bank when received from an Authorized Person. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any such Instruction, but Agent’s 's and Letter of Credit Issuing Bank’s 's responsibility with respect to any Instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing Bank shall have responsibility to notify any Letter of Credit Account Party of any discrepancies between such Letter of Credit Account Party’s 's instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit Issuing Bank be liable for special, consequential, or punitive damages in connection therewithdamages. Agent and Letter of Credit Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit Issuing Bank also may, at its option, refuse to act upon any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions shall continue in full force and effect unless Letter of Credit Issuing Bank may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided provided, that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).

Instructions; No Liability. Instructions whether given orally (in person or by telephone), in writing (by teletransmission or other means) or by electronic means may be honored by Agent and Letter of Credit Issuing the Bank when received from an Authorized Personanyone purporting to be authorized to give such instructions for the Applicant. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any oral instruction shall be confirmed in writing by the person giving such Instructioninstruction, or other authorized officer, but Agent’s and Letter of Credit Issuing the Bank’s 's responsibility with respect to any Instruction instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing The Bank shall have no responsibility to notify any Letter of Credit Account Party Applicant of any discrepancies between such Letter of Credit Account Party’s Applicant's oral instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction oral instructions shall govern. Agent and Letter of Credit Issuing The Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party the Applicant for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, written or other amendments thereto electronic instructions which it the Bank in good faith believes to have been given by any Authorized Personauthorized person, and in no event shall Agent or Letter of Credit Issuing the Bank be liable for special, consequential, indirect or punitive damages in connection therewithconsequential damages. Agent and Letter of Credit Issuing The Bank may, at its option, use any means of verifying any Instruction 3 instructions received by it. Agent and Letter of Credit Issuing The Bank also may, at its option, refuse to act upon on any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations The parties hereto further agree that in the absence of gross negligence or willful misconduct on the part of the Bank (as finally determined by arbitration pursuant to paragraph 14, the Bank shall be deemed to have acted with care when determining whether Instruments and instructions other documents presented under a Credit comply with the terms thereof. Further, neither the Bank nor any of its affiliates, subsidiaries or correspondents shall continue be deemed to have acted with gross negligence or willful misconduct or to have any liability or responsibility under any circumstances by reason of or in full force and effect unless Letter connection with: (i) any of Credit Issuing Bank the circumstances referred to in paragraph 2A. (i) - (vii); (ii) errors, omissions, interruptions or delays in transmission or in delivery of any message by mail, telex, cable, telegraph, wireless or other teletransmission or computer transmission or oral instructions, whether or not they may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to be in cipher; or, in the issuance case of a Letter Computerized Request, any machine or computer breakdown or malfunction, interruption or malfunction of Credit communication facilities or for any other similar or dissimilar cause beyond its reasonable control; (iii) any act, error, neglect or default, omission, insolvency or failure in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter business of Credit Issuing Bank is authorized to delegate to one or more any of its Affiliates correspondents or any Third Party; (iv) the form, validity, accuracy, sufficiency, legal effect or all genuineness of any Instrument or other document presented under a Credit; (v) any error in interpretation of technical terms; (vi) failure to notify Applicant of beneficiary's request for an amendment, termination, transfer of drawing rights or assignment of proceeds, of a presentation, of a discrepancy in documents, of the facilitation of a cure or of dishonor or honor or any other action or inaction toward the beneficiary of a nominated bank (except for failure to notify Applicant of the disposition of the documents after honor); (vii) any action, inaction or omission on the part of the Bank or any of its rights affiliates, subsidiaries or correspondents, required or permitted under the Uniform Commercial Code, the Uniform Customs and obligations with respect to any or all Practice, the United Nations Convention on Independent Guarantees and Standby Letters of Credit issued by or the International Standby Practices 1997 as chosen in or as in effect where and when the Credit is issued; (viii) shipment(s) under such Letter of Credit Issuing Bank; provided thatexceeding the quantity called for under such Credit; (ix) any drawing by, no Letter of Credit may be or Instrument or other document otherwise in order signed or issued by, and no obligations a person (or a transferee of such person) purporting to be an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other legal representative or successor by operation of law of the party authorized under outstanding Letters such Credit to draw or issue such Instrument or other document; (x) any consequence arising from causes beyond the control of Credit may the Bank; or (xi) the Bank accepting and/or making payment upon Instruments or other documents which appear on their face to be delegated to, an Affiliate in substantial compliance with the terms of a Letter Credit without undertaking any further investigation, regardless of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bankany notice or information to the contrary, or (ii) the Bank refusing to accept and/or make payment upon such Affiliate Instruments or documents if such Instruments or documents are not in strict compliance with the terms of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating)Credit.

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit Issuing Bank when received from an Authorized Person. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any such Instruction, but Agent’s and Letter of Credit Issuing Bank’s responsibility with respect to any Instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing Bank shall have responsibility to notify any Letter of Credit Account Party of any discrepancies between such Letter of Credit Account Party’s instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit Issuing Bank be liable for special, consequential, or punitive damages in connection therewith. Agent and Letter of Credit Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit Issuing Bank also may, at its option, refuse to act upon any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions shall continue in full force and effect unless Letter of Credit Issuing Bank may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit Issuing Bank when received from an Authorized Person. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any such Instruction, but Agent’s 's and Letter of Credit Issuing Bank’s 's responsibility with respect to any Instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing Bank shall have responsibility to notify any Letter of Credit Account Party of any discrepancies between such Letter of Credit Account Party’s 's instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit Issuing Bank be liable for special, consequential, or punitive damages in connection therewithdamages. Agent and Letter of Credit Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit Issuing Bank also may, at its option, refuse to act upon any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions shall continue in full force and effect unless Letter of Credit Issuing Bank may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided provided, that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Moody's Investors Service, Inc. or Standard & Poor’s 's Ratings Group (a division x xxxxxion of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit Issuing Bank when received from an Authorized Person. Each Letter of Credit Account Party may furnish Agent and Letter of Credit Issuing Bank with written confirmation of any such Instruction, but Agent’s 's and Letter of Credit Issuing Bank’s 's responsibility with respect to any Instruction shall not be affected by its failure to receive, or the content of, such confirmation. Neither Agent nor Letter of Credit Issuing Bank shall have responsibility to notify any Letter of Credit Account Party of any discrepancies between such Letter of Credit Account Party’s 's instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit Issuing Bank be liable for special, consequential, or punitive damages in connection therewithdamages. Agent and Letter of Credit Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit Issuing Bank also may, at its option, refuse to act upon any instruction or other communication or any part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions shall continue in full force and effect unless Letter of Credit Issuing Bank may elect to act upon additional instructions delivered to it by any Letter of Credit Account Party prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided provided, that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Moody's Investors Service, Inc. or Standard Xxxxxxrd & Poor’s 's Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).

Instructions; No Liability. Instructions may be honored by Agent and Letter of Credit the Issuing Bank when received from anyone purporting to be an Authorized Person. Each Letter of Credit Account Party The Borrower may furnish Agent and Letter of Credit the Issuing Bank with written confirmation of any such Instruction, but Agent’s and Letter of Credit the Issuing Bank’s 's responsibility with respect to any Instruction shall not be affected by its failure to receive, receive or the content of, of such confirmation. Neither Agent nor Letter of Credit The Issuing Bank shall have no responsibility to notify any Letter of Credit Account Party the Borrower of any discrepancies between such Letter of Credit Account Party’s instructions the Borrower's Instructions and its written confirmation, and in the event of any such discrepancy, the original Instruction shall govern. Agent and Letter of Credit The Issuing Bank shall be fully protected in, and shall incur no liability to any Letter of Credit Account Party the Borrower for, acting upon any Instructions or any oral, written, telephone, teleprocess, electronic, or other amendments thereto which it the Issuing Bank in good faith believes to have been given by any Authorized Person, and in no event shall Agent or Letter of Credit the Issuing Bank be liable for special, consequential, or punitive damages in connection therewithdamages. Agent and Letter of Credit The Issuing Bank may, at its option, use any means of verifying any Instruction received by it. Agent and Letter of Credit The Issuing Bank also may, at its option, refuse to act upon any instruction Instruction or other communication or any part 40 47 thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal. All such authorizations and instructions Instructions shall continue in full force and effect unless Letter of Credit the Issuing Bank may elect to act upon additional instructions Instructions delivered to it by any Letter of Credit Account Party the Borrower prior to the issuance of a Letter of Credit in reliance upon the original Instructions. Notwithstanding anything to the contrary contained herein, each Letter of Credit Issuing Bank is authorized to delegate to one or more of its Affiliates any or all of its rights and obligations with respect to any or all Letters of Credit issued by such Letter of Credit Issuing Bank; provided that, no Letter of Credit may be issued by, and no obligations under outstanding Letters of Credit may be delegated to, an Affiliate of a Letter of Credit Issuing Bank unless (i) such Letter of Credit is confirmed by a Letter of Credit Issuing Bank, or (ii) such Affiliate of a Letter of Credit Issuing Bank has the same or better credit rating as the applicable Letter of Credit Issuing Bank based on the credit rating assigned to each by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies, Inc.) (or any successor or assignee of the business of each such company in the business of rating securities credit rating).