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

Role of Sterling L/C Issuer. Each UK Bank and the UK Borrower agree that, in paying any drawing under a Sterling Letter of Credit, no Sterling L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Sterling 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 Sterling L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer shall be liable to any UK Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the UK Banks or the UK 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 Sterling Letter of Credit or Sterling Letter of Credit Application. The UK Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Sterling Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the UK 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 Sterling L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2B.8(e); provided, however, that anything in such clauses to the contrary notwithstanding, the UK Borrower may have a claim against a Sterling L/C Issuer, and a Sterling L/C Issuer may be liable to the UK Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the UK Borrower or its Subsidiaries which the UK Borrower proves were caused by (A) a Sterling L/C Issuer’s willful misconduct, gross negligence, violation of law or breach in bad faith of such Sterling L/C Issuer’s obligations under any Loan Document or (B) a Sterling L/C Issuer’s willful failure to pay under any Sterling 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 Sterling Letter of Credit. In furtherance and not in limitation of the foregoing, a Sterling 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 Sterling L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Sterling 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 Sterling L/C Issuer. Each UK Bank and the UK Borrower agree that, in paying any drawing under a Sterling Letter of Credit, no Sterling L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Sterling 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 Sterling L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer shall be liable to any UK Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the UK Banks or the UK 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 Sterling Letter of Credit or Sterling Letter of Credit Application. The UK Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Sterling Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the UK 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 Sterling L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2B.8(e); provided, however, that anything in such clauses to the contrary notwithstanding, the UK Borrower may have a claim against a Sterling L/C Issuer, and a Sterling L/C Issuer may be liable to the UK Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the UK Borrower or its Subsidiaries which the UK Borrower proves were caused by (A) a Sterling L/C Issuer’s 's willful misconduct, misconduct or gross negligence, violation of law or breach in bad faith of such Sterling L/C Issuer’s obligations under any Loan Document negligence or (B) a Sterling L/C Issuer’s 's willful failure to pay under any Sterling 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 Sterling Letter of Credit. In furtherance and not in limitation of the foregoing, a Sterling 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 Sterling L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Sterling 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 Sterling L/C Issuer. Each UK Bank and the UK Borrower agree that, in paying any drawing under a Sterling Letter of Credit, no Sterling L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Sterling 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 Sterling L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer shall be liable to any UK Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the UK Banks or the UK 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 Sterling Letter of Credit or Sterling Letter of Credit Application. The UK Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Sterling Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the UK 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 Sterling L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of a Sterling L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2B.8(e); provided, however, that anything in such clauses to the contrary notwithstanding, the UK Borrower may have a claim against a Sterling L/C Issuer, and a Sterling L/C Issuer may be liable to the UK Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the UK Borrower or its Subsidiaries which the UK Borrower proves were caused by (A) a Sterling L/C Issuer’s willful misconduct, misconduct or gross negligence, violation of law or breach in bad faith of such Sterling L/C Issuer’s obligations under any Loan Document negligence or (B) a Sterling L/C Issuer’s willful failure to pay under any Sterling 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 Sterling Letter of Credit. In furtherance and not in limitation of the foregoing, a Sterling 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 Sterling L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Sterling 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.