Letters of Credit; Other Obligations Sample Clauses

Letters of Credit; Other Obligations. (a) At or prior to the Closing, NBCU shall (a) arrange for substitute letters of credit, NBCU guarantees and other obligations to replace (i) any letters of credit, guarantees, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of GE or any of its Subsidiaries (other than solely by the NBCU Entities) in connection with the NBCU Businesses (together, the “GE LCs”) outstanding as of the date of this Agreement that are not Excluded NBCU Liabilities and (ii) any GE LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing or (b) assume all obligations under each GE LC, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE LCs. NBCU further agrees that to the extent the beneficiary or counterparty under any GE LC does not accept any such substitute letter of credit, NBCU guarantee or other obligation proffered by NBCU, NBCU shall indemnify, defend and hold harmless GE against, and reimburse GE for, any and all amounts paid, including costs or expenses in connection with such GE LCs, including GE’s expenses in maintaining such GE LCs, whether or not any such GE LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE to the extent any GE LC is called upon and GE or its Subsidiaries make any payment or are obligated to reimburse the party issuing the GE LC. At the request of GE, NBCU shall provide GE with letters of credit in an amount equal to GE’s and its Subsidiaries’ entire potential liability pursuant to the immediately preceding sentence. (b) At or prior to the Closing, NBCU shall (a) arrange for substitute letters of credit, NBCU guarantees and other obligations to replace (i) any letters of credit, guarantees, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Comcast or any of its Subsidiaries (other than solely by the Contributed Comcast Subsidiaries) in connection with the Contributed Comcast Businesses (together, the “Comcast LCs”) outstanding as of the date of this Agreement that are not Excluded Comcast Liabilities and (ii) any Comcast LCs entered into in the ordinary course of business and consistent with ...
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Letters of Credit; Other Obligations. (a) From the date hereof until no Seller Credit Support remain outstanding (including, for the avoidance of doubt, if applicable, after the Closing), Buyer shall use its reasonable best efforts to (i) arrange for substitute letters of credit, guarantees and other obligations to replace (A) any letters of credit, guarantees, financial assurances, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by (but not on behalf of) the Companies) to the extent for the benefit of the Business (collectively, together with all obligations thereunder, the “Seller Credit Support”) that are outstanding as of the date of this Agreement and set forth on ‎Section 5.09(a) of the Seller Disclosure Schedule, and (B) any Seller Credit Support entered into in the ordinary course of business on or after the date of this Agreement and prior to the Closing and included in an update to ‎Section 5.09(a) of the Seller Disclosure Schedule that is delivered to Buyer two (2) Business Days prior to the Closing Date or (ii) assume all obligations under each Seller Credit Support, obtaining from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Seller Credit Support, the issuing bank (or similar entity) thereof) a full release (in a form and substance satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, in connection with amounts drawn or otherwise due and payable under the Seller Credit Support (including any lenders or other financing parties participating in such letters of credit, bonds or similar Seller Credit Support); provided, however, that Buyer shall not be required to arrange for substitutions, replacements or assumptions of any Seller Credit Support effective prior to the Closing Date. Seller and Buyer will cooperate in a mutually agreeable arrangement to facilitate the substitution and replacement of such Seller Credit Support in accordance with this ‎Section 5.09. To the extent any Seller Credit Support remains outstanding following the Closing, following the delivery of notice in respect of any Seller Credit Support, Buyer shall, to the extent arising after the Closing Date, indemnify and hold harmless Seller against, and reimbur...
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Letters of Credit; Other Obligations. At or prior to the Closing, Buyer shall arrange for substitute letters of credit, performance bonds, Buyer guarantees in lieu of letters of credit or performance bonds and other similar obligations to replace (a) all Sellers' LCs and Company LCs outstanding as of the date of this Agreement and (b) all Sellers' LCs and Company LCs entered into in the ordinary course of business consistent with past practice on or after the date of this Agreement and prior to the Closing.
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Letters of Credit; Other Obligations. As soon as practicable after Closing, the Purchaser shall (a) arrange for substitute letters of credit, guarantees and other obligations to replace all letters of credit, guarantees, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Teleflex, Teleflex Singapore or any of their Affiliates in respect of the Company outstanding as of the date of this Agreement and listed on Section 5.05 of the Disclosure Letter (collectively, the “TFX LCs”) or (b) assume all obligations under each TFX LC, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to Teleflex) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with the TFX LCs. The Purchaser further agrees that to the extent the beneficiary or counterparty under any TFX LC does not accept any such substitute letter of credit, guarantee or other obligation proffered by the Purchaser, the Purchaser shall indemnify, defend and hold harmless Teleflex, Teleflex Singapore or their Affiliates, as applicable, against, and reimburse Teleflex, Teleflex Singapore or their Affiliates, as applicable, for any and all amounts paid, including costs or expenses in connection with such TFX LCs, including any expenses incurred by Telefex, Teleflex Singapore or their Affiliates in maintaining such TFX LCs, whether or not any such TFX LC is drawn upon or required to be performed, and shall in any event promptly reimburse Teleflex, Teleflex Singapore or their Affiliates, as applicable, to the extent any TFX LC is called upon and Teleflex, Teleflex Singapore or their Affiliates, as applicable, make any payment or are obligated to reimburse the party issuing the TFX LC.
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Letters of Credit; Other Obligations. At the Closing or as soon as practicable thereafter (and in any event, by no later than 45 days after the Closing Date), Buyer shall (a) arrange for substitute letters of credit, guarantees and other obligations to replace (i) those letters of credit, guarantees and other contractual obligations set forth on SCHEDULE 10.8 which were entered into by or on behalf of the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) in respect of the Company or any of its Subsidiaries or any Liability of the Company or any of its Subsidiaries (together, the "SELLER'S LCS") or (b) assume all obligations under each of the Seller's LCs, obtaining from the creditor or other counterparty a full release of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Seller's LCs, in which case Buyer shall provide Seller with notice upon obtaining any such releases. Buyer further agrees that to the extent the beneficiary or counterparty under any Seller's LC refuses to accept any such substitute letter of credit, guarantee or other obligation proffered by Buyer,
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Letters of Credit; Other Obligations. (a) At or prior to the Closing, the Acquiror shall use commercially reasonable efforts (i) to arrange for substitute letters of credit, the Acquiror guarantees and other obligations to replace (A) the letters of credit, guarantees and other contractual obligations entered into by or on behalf of GE or any of its Affiliates (other than solely by the Business Subsidiaries) in connection with the Business (together, the “GE LCs”) outstanding as of the date of this Agreement and set forth on Section 5.07 of the Disclosure Schedule and (B) any GE LCs entered into in the ordinary course of business consistent with past practice on or after the date of this Agreement and prior to the Closing or (ii) (A) to arrange for the Acquiror to assume all obligations under each GE LC, and
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Letters of Credit; Other Obligations. At or prior to the Closing, the Buyer shall use commercially reasonable efforts to arrange for substitute letters of credit, guarantees, surety bonds, performance bonds or other contractual obligations for those letters of credit, guarantees, surety bonds, performance bonds and other contractual obligations set forth on Schedule 6.06 (collectively, the “BHGE Credit Support”); provided, however, that Buyer’s obligation shall be limited to proffering to the beneficiary of such instrument an unsecured guarantee of GE. To the extent any BHGE Credit Support remains outstanding following the Closing because the Buyer did not or was not able to replace it, the Buyer shall indemnify and hold harmless BHGE LLC and its Affiliates against, and reimburse BHGE LLC and its Affiliates for, any and all amounts actually drawn upon or paid to such beneficiaries under such outstanding BHGE Credit Support.
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Related to Letters of Credit; Other Obligations

  • Letters of Credit for Payment Bond Notwithstanding the provisions of B4.3, Purchaser may use letters of credit in lieu of a surety bond for payment bond purposes when approved by Contracting Officer.

  • The Letters of Credit Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

  • New Letters of Credit So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

  • Requesting Letters of Credit (a) Borrower must make written application for any Letter of Credit or amendment or extension of any Letter of Credit at least 5 Business Days (or such shorter period as LC Issuer may in its discretion from time to time agree) before the date on which Borrower desires for LC Issuer to issue such Letter of Credit. By making any such written application, unless otherwise expressly stated therein, Borrower shall be deemed to have represented and warranted that the LC Conditions described in Section 2.11 (other than Section 2.11(f)) will be met as of the date of issuance of such Letter of Credit. Each such written application for a Letter of Credit must be made in writing in the form customarily used by LC Issuer, the terms and provisions of which, to the extent not inconsistent with the terms hereof, are hereby incorporated herein by reference (or in such other form as may mutually be agreed upon by LC Issuer and Borrower). (b) If Borrower requests in any applicable LC Application, LC Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit LC Issuer to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by LC Issuer, Borrower shall not be required to make a specific request to LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, Lenders shall be deemed to have authorized (but may not require) LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date; provided, however, that LC Issuer shall not permit any such extension if (i) LC Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.11 or otherwise), or (ii) it has received notice (which notice may be by telephone or in writing) on or before the day that is 5 Business Days before the Non-Extension Notice Date (1) from Administrative Agent that Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing LC Issuer not to permit such extension. (c) Two Business Days after the LC Conditions for a Letter of Credit have been met as described in Section 2.11 (or if LC Issuer otherwise desires to issue such Letter of Credit earlier), LC Issuer will issue such Letter of Credit at LC Issuer’s office in New York, New York. If any provisions of any LC Application conflict with any provisions of this Agreement, the provisions of this Agreement shall govern and control. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of a Restricted Person other than Borrower, Borrower shall be obligated to reimburse LC Issuer hereunder for any and all drawings under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of such other Restricted Persons inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such other Restricted Persons

  • Outstanding Letters of Credit On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

  • Letters of Credit (a) On the terms and conditions set forth herein: (i) each of the Issuing Banks severally agrees in reliance upon the agreements of the other Lenders set forth in this Article 3: (A) from time to time on any Business Day during the period from the Agreement Effective Date to the Commitment Termination Date applicable to such Issuing Bank (or such earlier date as the Commitments of all Lenders shall have terminated in accordance with the terms hereof) to issue Letters of Credit denominated in Dollars and/or in Canadian Dollars for the account of the applicable Borrower and/or any one or more of its Subsidiaries and/or affiliates, and to amend or extend Letters of Credit previously issued by such Issuing Bank, in accordance with Section 3.02(c) and Section 3.02(d), subject to the following limitations: (1) the Outstanding aggregate amount of all Letters of Credit issued by each Issuing Bank shall not exceed at any one time such Issuing Bank’s L/C Commitment at such time; and (2) the Outstanding aggregate amount of all Letters of Credit issued by the Issuing Banks shall not exceed at any one time an amount equal to the Commitments of the Lenders at such time less the Outstanding aggregate principal sum of the Loans and L/C Obligations at such time, and (B) to honor drafts drawn under, and in compliance with, the terms and conditions of Letters of Credit. (ii) The Lenders severally agree to participate in Letters of Credit issued for the account of the applicable Borrower and/or any one or more of its Subsidiaries and/or affiliates; provided, that the Issuing Banks shall not be obligated to issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of issuance of such Letter of Credit (the “Issuance Date”) and after giving effect thereto, the Dollar Equivalent amount of the aggregate principal amount (without duplication) of all the Loans and L/C Obligations Outstanding exceeds or would exceed the Commitments of all Lenders. (iii) Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The Issuing Banks shall not issue any Letter of Credit if, to any such Issuing Bank’s knowledge: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Agreement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Agreement Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank has received Notice from any Lender, the Agent or the applicable Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article 7 is not then satisfied; (iii) the expiry date of any requested Letter of Credit is more than one year after the date of issuance or is after the Commitment Termination Date of the applicable Issuing Bank or any Commitment Termination Date following which the aggregate amount of the Commitments remaining would not be at least equal to the aggregate principal amount of the Loans and L/C Obligations (taking into account the amount of the requested Letter of Credit) Outstanding as of the Issuance Date of such requested Letter of Credit; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to such Issuing Bank, or the issuance of a Letter of Credit shall violate any applicable policy of such Issuing Bank; (v) the applicable Issuing Bank does not, as of the requested date of issuance for such Letter of Credit, issue Letters of Credit in Canadian Dollars if requested by the applicable Borrower; (vi) the applicable Issuing Bank has not, as of the requested date of issuance for any Letter of Credit that a Borrower has requested in Canadian Dollars, consented to issue such Letter of Credit in Canadian Dollars; (vii) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 4.10(a)(i)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (viii) in the case of a Letter of Credit to be issued for the account of a Subsidiary or an affiliate of a Borrower, such Issuing Bank shall not have received such statements in substance and form reasonably satisfactory to such Issuing Bank as such Issuing Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Federal Reserve Board, including, without limitation, applicable “know your customer” requirements.

  • Existing Letters of Credit On and after the Closing Date, the Existing Letters of Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to Sections 3.3(a) and (b), reimbursement of costs and expenses to the extent provided herein and for purposes of being secured by the Collateral, a Letter of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement (which shall control in the event of a conflict).

  • Commitment to Issue Letters of Credit Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrowers or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers or such Subsidiary.

  • New Swingline Loans/Letters of Credit So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

  • Letters of Credit Sublimit (a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for Borrower’s account. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the Availability Amount. Such aggregate amounts utilized hereunder shall at all times reduce the amount otherwise available for Advances under the Revolving Line. If, on the Revolving Maturity Date, there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto. (b) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application. (c) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. (d) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

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