Common use of Role of Canadian L/C Issuer Clause in Contracts

Role of Canadian L/C Issuer. Each Canadian Bank and the Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian L/C Issuer shall have any responsibility to obtain any document (other than documents purporting to be sight drafts, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Canadian L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer shall be liable to any Canadian Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks or the Canadian Majority Banks, as applicable; (ii) any action taken or omitted unless a court of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Canadian L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2A.7(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against a Canadian L/C Issuer, and a Canadian L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower or its Subsidiaries which the Canadian Borrower proves were caused by (A) a Canadian L/C Issuer’s willful misconduct, gross negligence, violation of law or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document or (B) a Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Canadian L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Canadian L/C Issuer. Each Canadian Bank and the Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian L/C Issuer shall have any responsibility to obtain any document (other than documents purporting to be sight drafts, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Canadian L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer shall be liable to any Canadian Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks or the Canadian Majority Banks, as applicable; (ii) any action taken or omitted unless a court of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Canadian L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2A.7(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against a Canadian L/C Issuer, and a Canadian L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower or its Subsidiaries which the Canadian Borrower proves were caused by (A) a Canadian L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document negligence or (B) a Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Canadian L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Canadian L/C Issuer. Each Canadian Bank Lender and the each Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian L/C Issuer shall have any responsibility to obtain any document (other than documents purporting to be any sight draftsdraft, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the Canadian L/C IssuerIssuers, the Administrative Agent, any Agent-of their Related Person Parties nor any of the respective correspondents, participants or assignees of a any Canadian L/C Issuer shall be liable to any Canadian Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks Lenders or the Canadian Majority BanksRequired Lenders, as applicable; (ii) any action taken or omitted unless a court in the absence of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Each Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the such Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the Canadian L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a any Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2A.7(e3.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Canadian Borrower may have a claim against a Canadian L/C Issuer, and a such Canadian L/C Issuer may be liable to the such Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the applicable Canadian Borrower or its Subsidiaries which the such Canadian Borrower proves were caused by (A) a such Canadian L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law negligence or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document or (B) a Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a such Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Canadian L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. A Canadian L/C Issuer may send a Canadian Letter of Credit or conduct any communication to or from the beneficiary via SWIFT message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Canadian L/C Issuer. Each Canadian Bank and the Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian L/C Issuer shall have any responsibility to obtain any document (other than documents purporting to be any sight draftsdraft, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Canadian L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer shall be liable to any Canadian Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks or the Canadian Majority Banks, as applicable; (ii) any action taken or omitted unless a court in the absence of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrower’s 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Canadian L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2A.7(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against a Canadian L/C Issuer, and a Canadian L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower or its Subsidiaries which the Canadian Borrower proves were caused by (A) a Canadian L/C Issuer’s 's willful misconduct, misconduct or gross negligence, violation of law or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document negligence or (B) a Canadian L/C Issuer’s 's willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Canadian L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Canadian L/C Issuer. Each Canadian Bank Lender and the Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian L/C Issuer shall have any responsibility to obtain any document (other than documents purporting to be any sight draftsdraft, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the Canadian L/C IssuerIssuers, the Administrative Agent, any Agent-of their Related Person Parties nor any of the respective correspondents, participants or assignees of a any Canadian L/C Issuer shall be liable to any Canadian Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks Lenders or the Canadian Majority BanksRequired Lenders, as applicable; (ii) any action taken or omitted unless a court in the absence of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the Canadian L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a any Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2A.7(e3.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against a Canadian L/C Issuer, and a such Canadian L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower or its Subsidiaries which the Canadian Borrower proves were caused by (A) a such Canadian L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law negligence or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document or (B) a Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a such Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Canadian L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. A Canadian L/C Issuer may send a Canadian Letter of Credit or conduct any communication to or from the beneficiary via SWIFT message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Canadian L/C Issuer. Each Canadian Bank Lender and the Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no Canadian Canadianan L/C Issuer shall not have any responsibility to obtain any document (other than documents purporting to be any sight draftsdraft, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the Canadian L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondents, participants or assignees of a Canadian any Canadiancorrespondent, participant or assignee of any L/C Issuer shall be liable to any Canadian Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks Lenders or the Canadian Majority BanksRequired Lenders, as applicable; (ii) any action taken or omitted unless a court in the absence of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Canadian CanadianIssuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the Canadian L/C IssuerIssuers, anythe Administrative Agent-, any Agent-of their respective Related PersonPersonParties , nor any of the respective correspondents, participants or assignees of a any Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2A.7(e3.042.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against a Canadian Canadianthe L/C Issuer, and a such Canadian L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower or its Subsidiaries which the Canadian Borrower proves were caused by (A) a such Canadian L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law negligence or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document or (B) a Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a Canadian such Canadianan L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no such Canadian L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. A Canadian L/C Issuer may send a Canadian Letter of Credit or conduct any communication to or from the beneficiary via SWIFT message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Canadian L/C Issuer. Each Canadian Bank Lender and the each Canadian Borrower agree that, in paying any drawing under a Canadian Letter of Credit, no the Canadian L/C Issuer shall not have any responsibility to obtain any document (other than documents purporting to be any sight draftsdraft, certificates and other documents expressly required by the Canadian Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the Canadian L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a the Canadian L/C Issuer shall be liable to any Canadian Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Banks Lenders or the Canadian Majority BanksRequired Lenders, as applicable; (ii) any action taken or omitted unless a court in the absence of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian Letter of Credit or Canadian Letter of Credit Application. The Each Canadian Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the such Canadian Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the Canadian L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a the Canadian L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2A.7(e3.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Canadian Borrower may have a claim against a the Canadian L/C Issuer, and a the Canadian L/C Issuer may be liable to the such Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the applicable Canadian Borrower or its Subsidiaries which the such Canadian Borrower proves were caused by (A) a the Canadian L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law negligence or breach in bad faith of such Canadian L/C Issuer’s obligations under any Loan Document or (B) a the Canadian L/C Issuer’s willful failure to pay under any Canadian Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian Letter of Credit. In furtherance and not in limitation of the foregoing, a the Canadian L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to and the contrary, and no Canadian L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.