Common use of Role of U.S. L/C Issuer Clause in Contracts

Role of U.S. L/C Issuer. Each Lender and the U.S. Borrower agree that, in paying any drawing under a U.S. Letter of Credit, a U.S. L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. 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 the U.S. L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any U.S. L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the U.S. Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. Letter of Credit or Issuer Document. The U.S. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the U.S. Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the U.S. L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of the respective correspondents, participants or assignees of any U.S. L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. Borrower may have a claim against the U.S. L/C Issuer, and such U.S. L/C Issuer may be liable to the U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. Borrower which the U.S. Borrower proves were caused by such U.S. L/C Issuer’s willful misconduct or gross negligence or such U.S. L/C Issuer’s willful failure to pay under any U.S. 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 U.S. Letter of Credit. In furtherance and not in limitation of the foregoing, a U.S. 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 such U.S. 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 U.S. 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 U.S. L/C Issuer may send a U.S. 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 U.S. L/C Issuer. Each Lender and the U.S. US Borrower agree that, in paying any drawing under a U.S. US Letter of Credit, a U.S. the US L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. US 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 the U.S. US L/C Issuers, the Administrative AgentIssuer, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of any U.S. the US L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the U.S. US Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. US Letter of Credit or Issuer DocumentUS Letter of Credit Application. The U.S. US Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. US Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the U.S. Borrower US 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 the U.S. US L/C Issuers, the Administrative AgentIssuer, any of their respective Agent-Related PartiesPerson, nor any of the respective correspondents, participants or assignees of any U.S. the US L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. US Borrower may have a claim against the U.S. US L/C Issuer, and such U.S. the US L/C Issuer may be liable to the U.S. US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. US Borrower which the U.S. US Borrower proves were caused by such U.S. the US L/C Issuer’s willful misconduct or gross negligence or such U.S. the US L/C Issuer’s willful failure to pay under any U.S. US 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 U.S. US Letter of Credit. In furtherance and not in limitation of the foregoing, a U.S. the US 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 such U.S. the US 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 U.S. US 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 U.S. L/C Issuer may send a U.S. 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 U.S. L/C Issuer. Each Lender and the U.S. Borrower agree that, in paying any drawing under a U.S. Letter of Credit, a U.S. L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. 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 the U.S. L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any U.S. L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the U.S. Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. Letter of Credit or Issuer Document. The U.S. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the U.S. Borrower 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 the U.S. L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of the respective correspondents, participants or assignees of any U.S. L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. Borrower may have a claim against the a U.S. L/C Issuer, and such U.S. L/C Issuer may be liable to the U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. Borrower which the U.S. Borrower proves were caused by such U.S. L/C Issuer’s willful misconduct or gross negligence or such U.S. L/C Issuer’s willful failure to pay under any U.S. 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 U.S. Letter of Credit. In furtherance and not in limitation of the foregoing, a U.S. 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 such U.S. 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 U.S. 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 U.S. L/C Issuer may send a U.S. 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 U.S. L/C Issuer. Each Lender and the U.S. Borrower agree that, in paying any drawing under a U.S. Letter of Credit, a the U.S. L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. 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 the U.S. L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of any the U.S. L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolving Credit Lenders or the U.S. Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. Letter of Credit or Issuer Document. The U.S. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the U.S. Borrower 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 the U.S. L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties, Parties nor any of the respective correspondents, participants or assignees of any the U.S. L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. Borrower may have a claim against the U.S. L/C Issuer, and such U.S. L/C Issuer may be liable to the U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. Borrower which the U.S. Borrower proves were caused by such U.S. L/C Issuer’s willful misconduct or gross negligence or such U.S. L/C Issuer’s willful or grossly negligent failure to pay under any U.S. 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 U.S. Letter of Credit. In furtherance and not in limitation of the foregoing, a each U.S. 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 such no U.S. 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 an U.S. 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 U.S. L/C Issuer may send a U.S. 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 U.S. L/C Issuer. Each Lender and the U.S. Borrower Company agree that, in paying any drawing under a U.S. Letter of Credit, a the U.S. L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the U.S. 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 the U.S. L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the U.S. L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolving Credit Lenders or the U.S. Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any U.S. Letter of Credit or Issuer Document. The U.S. Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any U.S. Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the U.S. Borrower Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the U.S. L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any U.S. L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the U.S. Borrower Company may have a claim against the U.S. L/C Issuer, and such the U.S. L/C Issuer may be liable to the U.S. Borrower, Company to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. Borrower Company which the U.S. Borrower Company proves were caused by such the U.S. L/C Issuer’s willful misconduct or gross negligence or such the U.S. L/C Issuer’s willful or grossly negligent failure to pay under any U.S. 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 U.S. Letter of Credit. In furtherance and not in limitation of the foregoing, a the U.S. 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 such the U.S. 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 U.S. 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 The U.S. L/C Issuer may send a U.S. Letter of Credit or conduct any communication to or from the beneficiary via SWIFT the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.