Common use of Whenever Clause in Contracts

Whenever. a Borrower desires that an Issuing Bank issue a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), such Borrower shall give to such Issuing Bank and the Agent at least two Business Days' prior written (including 39telegraphic, telex, facsimile or cable communication) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank and such Borrower) specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and the provisions thereof. If requested by an Issuing Bank, the Borrowers shall also submit a letter of credit application on such Issuing Bank's standard form in connection with any request for the issuance, amendment, renewal or extension of a Letter of Credit. (i) The obligations of the Borrowers to reimburse each Issuing Bank for any L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. None of the Agent, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank, provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by an Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and 40 make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (j) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Subsidiary Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent at the request of the Lead Borrower and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrowers under this Agreement. (k) No Issuing Bank shall have any obligation to cancel or terminate a Letter of Credit, and such Letter of Credit shall be deemed outstanding for all purposes of this Agreement, unless and until (i) the original of the subject Letter of Credit is returned to the Issuing Bank undrawn; or (ii) the Issuing Bank receives written confirmation from the beneficiary of such Letter of Credit consenting to such cancellation or termination.

Whenever. a Borrower desires that an Issuing Bank issue a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), (i) such Borrower shall give to such Issuing Bank and the Agent at least two (2) Business Days' ’ prior written (including 39telegraphictelegraphic, telex, facsimile facsimile, cable communication or cable communicationother electronic transmission) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank and such Borrower) specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and the provisions thereofthereof and (ii) on the date of each issuance, amendment, renewal or extension of a Letter of Credit, the applicable Issuing Bank shall deliver to the Agent a full and complete copy of such issued, amended, renewed or extended Letter of Credit. If requested by an Issuing Bank, the Borrowers shall also submit a letter of credit application on such Issuing Bank's ’s standard form in connection with any request for the issuance, amendment, renewal or extension of a Letter of Credit. (i) The obligations of . Each request by a Borrower for the Borrowers to reimburse each Issuing Bank for any L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstancesissuance, includingamendment, without limitation: (i) any lack of validity renewal or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation extension of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. None of the Agent, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank, provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by an Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and 40 make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (j) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Subsidiary Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent at the request of the Lead Borrower and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrowers under this Agreement. (k) No Issuing Bank shall have any obligation to cancel or terminate a Letter of Credit, and such Letter of Credit shall be deemed outstanding for all purposes of this Agreement, unless and until (i) to be a representation by such Borrower that the original of the subject Letter of Credit is returned issuance, amendment, renewal or extension so requested complies with the conditions set forth in Section 2.06(a). No Issuing Bank shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Agent that one or more of the conditions precedent to the Issuing Bank undrawn; or (ii) the Issuing Bank receives written confirmation from the beneficiary issuance of such Letter of Credit consenting contained in Section 2.06(a) will not on such date be satisfied or waived, and ending when the Agent provides written notice to the effect that such cancellation conditions are satisfied or terminationwaived. The Agent shall promptly notify the Issuing Banks upon becoming aware that such conditions are thereafter satisfied or waived. The Issuing Banks shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in this Agreement have been satisfied or waived in connection with the issuance of any Letter of Credit.

Whenever. (a) any amount payable by the Guarantor in a Borrower desires that an Issuing Bank issue currency (the Relevant Currency) is received or recovered by a Letter of Credit Noteholder (or the amendment, renewal or extension of an outstanding Letter of Credit), such Borrower shall give to such Issuing Bank and Indemnified Party) in a different currency (the Agent at least two Business Days' prior written (including 39telegraphic, telex, facsimile or cable communicationPayment Currency) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank and such Borrower) specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and the provisions thereof. If requested by an Issuing Bank, the Borrowers shall also submit a letter of credit application on such Issuing Bank's standard form in connection with any request for the issuance, amendment, renewal or extension of a Letter of Credit. (i) The obligations of the Borrowers to reimburse each Issuing Bank for any L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, reason (including, without limitation: (i) any lack of validity or enforceability , as a result of any Letter of Creditjudgment or order); and (iib) the existence of any claim, setoff, defense or other right which amount actually received by the Borrowers may have at any time against a beneficiary of any Letter of Credit or against any Indemnified Party after conversion of the Lendersamounts received by it in the Payment Currency into the Relevant Currency is less than the amount payable by the Guarantor in the Relevant Currency, whether then the Guarantor shall as an independent obligation indemnify the Indemnified Party on demand against such deficiency; provided, however, that if the exchange rate at which such conversion was made was not reasonable in connection with this Agreementlight of circumstances under which it was made, the transactions contemplated herein or foregoing indemnity shall be limited to the amount the deficiency would have been had such a reasonable exchange rate been used. (a) This Deed and any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' non-contractual obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. None of the Agent, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason arising out of or in connection with therewith shall be governed by, and construed in accordance with, the issuance or transfer laws of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any England. The Guarantor hereby irrevocably agrees for the benefit of the circumstances referred Noteholders that the courts of England are to in the preceding sentence), or have jurisdiction to settle any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or disputes (including a dispute relating to any Letter non-contractual obligations arising out of Credit or in connection with this Deed) which may arise out of or in connection with this Deed and that accordingly any suit, action or proceedings (including any document required suit, action or proceedings relating to make a drawing thereunder), any error non-contractual obligations arising out of or in interpretation connection with this Deed) (together Proceedings) arising out of technical terms or in connection with this Deed may be brought in such courts and waives any consequence arising from causes beyond objection to Proceedings in such courts whether on the control of an Issuing Bank, provided grounds that the foregoing Proceedings have been brought in an inconvenient forum or otherwise. In relation to Proceedings in England, the Guarantor hereby irrevocably appoints the Commissioner and Agent-General for Queensland at Queensland Government Trade & Investment Office, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX to accept service of process on its behalf in England. Nothing in this Clause shall not be construed affect the right to excuse an Issuing Bank from liability to the Borrowers to the extent of serve process in any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent other manner permitted by applicable law) suffered . To the fullest extent permitted by law, the Borrowers that are caused by an Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the absence of gross negligence or willful misconduct nature thereof) to which it might otherwise be entitled in any action based on the part of an Issuing Bank (as finally determined by a court of this Deed which may be instituted in any competent jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and 40 make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Creditcourt. (jb) If any Event of Default The Guarantor shall occur and be continuing, on the Business Day ensure that the Borrowers receive notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Subsidiary Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of the Borrowers its obligations under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent at the request of the Lead Borrower and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy Deed will rank pari passu with all its other Obligations of the Borrowers under this Agreementunsecured obligations. (k) No Issuing Bank shall have any obligation to cancel or terminate a Letter of Credit, and such Letter of Credit shall be deemed outstanding for all purposes of this Agreement, unless and until (i) the original of the subject Letter of Credit is returned to the Issuing Bank undrawn; or (ii) the Issuing Bank receives written confirmation from the beneficiary of such Letter of Credit consenting to such cancellation or termination.

Whenever. a Borrower desires that an Issuing Bank issue a Letter of Credit (i.) the Rent or other amounts payable by the amendment, renewal Tenant under this Lease or extension of an outstanding Letter of Credit), such Borrower shall give to such Issuing Bank and the Agent at least two Business Days' prior written (including 39telegraphic, telex, facsimile or cable communication) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank and such Borrower) specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and the provisions thereof. If requested by an Issuing Bank, the Borrowers shall also submit a letter of credit application on such Issuing Bank's standard form in connection with any request for the issuance, amendment, renewal or extension of a Letter of Credit.part thereof are not paid when they become due; (iii.) The obligations of the Borrowers to reimburse each Issuing Bank for any L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary of any Letter of Credit or against any of the Lenderswritten agreements, whether in connection with this Agreement, the transactions contemplated herein conditions or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred rules and be continuing. None of the Agent, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank, provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by an Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct regulations on the part of the Tenant to be kept, observed or performed are not so kept, observed and performed within seven (7) days (or such longer period of time as may be reasonably required to rectify the situation) after written notice of default given by the Landlord to the Tenant; (iii.) the Leased Premises remain vacant for more than five (5) days, except with notice to the Landlord and for a reasonable cause, when capable of being occupied; (iv.) a receiver or receiver-manager of the Tenant's goods and chattels or business is appointed or any of the Tenant's goods and chattels are seized; (v.) the Tenant makes an Issuing Bank assignment for the benefit of creditors or any bulk sale or becomes bankrupt or insolvent, or takes the benefit of any Act now or hereafter in force for bankrupt or insolvent debtors; or (as finally determined vi.) the Tenant is a corporation and any order is made for the winding up of the Tenant, or other termination of the corporate existence of the Tenant; then and in every such case, the Landlord, at its option, may terminate the Lease by a court delivering to the Tenant notice in writing to that effect and immediately upon such delivery this Lease will terminate, without prejudice to any rights of competent jurisdiction), each Issuing Bank shall be deemed the Landlord which may have accrued prior to such termination and to any claim for loss or damages which the Landlord may have exercised care against the Tenant in each such determinationrespect of the Tenant's default. In furtherance the event of such termination, the then current month's rent and the next three (3) months' rents will immediately become due and payable, and the Landlord may immediately claim the same together with any arrears then unpaid and any other amounts owing to the Landlord by the Tenant. The Landlord may immediately or at any time thereafter and without notice or any form of legal process, take possession of the foregoing Leased Premises, or any part thereof in the name of the whole, and may expel the Tenant and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, any statute or law to the contrary and without limiting the generality thereof, the parties agree that, with respect prejudice to documents presented that appear on their face to any remedies which might otherwise be in compliance with the terms used for arrears of a Letter rents or preceding breach of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and 40 make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Creditcovenant. (j) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Subsidiary Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent at the request of the Lead Borrower and at the Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrowers under this Agreement. (k) No Issuing Bank shall have any obligation to cancel or terminate a Letter of Credit, and such Letter of Credit shall be deemed outstanding for all purposes of this Agreement, unless and until (i) the original of the subject Letter of Credit is returned to the Issuing Bank undrawn; or (ii) the Issuing Bank receives written confirmation from the beneficiary of such Letter of Credit consenting to such cancellation or termination.

Whenever. a Borrower desires that an Issuing Bank issue a Letter of Credit (1. all Bonds theretofore authenticated and delivered have been canceled by the Trustee or delivered to the amendmentTrustee for cancellation, renewal or extension of an outstanding Letter of Credit)excluding, such Borrower shall give to such Issuing Bank and the Agent at least two Business Days' prior written (including 39telegraphic, telex, facsimile or cable communication) notice (or such shorter period as may be agreed upon in writing by such Issuing Bank and such Borrower) specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or extended (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and the provisions thereof. If requested by an Issuing Bank, the Borrowers shall also submit a letter of credit application on such Issuing Bank's standard form in connection with any request however: a. Bonds for the issuancepayment of which money has theretofore been deposited in trust with the Trustee or a Paying Agent as provided in Section 4.05, x. Xxxxx alleged to have been destroyed, amendmentlost, renewal or extension of a Letter of Credit. (i) The obligations of the Borrowers to reimburse each Issuing Bank stolen which have been replaced or paid as provided in Section 3.06, except for any L/C Disbursement shall be unconditional such Bond which, prior to the satisfaction and irrevocable and shall be paid strictly in accordance with the terms discharge of this Agreement under all circumstancesIndenture, including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document has been presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. None of the Agent, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank, provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent Trustee with a claim of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived ownership and enforceability by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by an Issuing Bank's failure to exercise care when determining whether drafts Holder thereof and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally where enforceability has not been determined adversely against such Holder by a court of competent jurisdiction), x. Xxxxx, each Issuing Bank shall be deemed other than those referred to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereofClauses, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and 40 make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (j) If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Subsidiary Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Agent as collateral for the payment and performance or redemption (under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Obligations of Trustee in the Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent at the request of the Lead Borrower name and at the Borrowers' risk expense of the Issuer) of which the Issuer has deposited or caused to be deposited with the Trustee or a Paying Agent in trust for such purpose an amount (to be immediately available for payment, except in the case of Bonds excepted from the foregoing Clause (b) prior to the time the ownership and expenseenforceability of such Bonds has been established) sufficient to pay and discharge the entire indebtedness on the Bonds for principal (and premium, such deposits if any) and interest to the date of Maturity thereof which have become due and payable or to the Stated Maturity or Redemption Date, as the case may be and x. Xxxxx deemed no longer Outstanding as a result of the deposit or escrow of money or Governmental Obligations or both as described in Section 6.02; and 2. the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; then, upon Issuer Request, this Indenture and the lien, rights and interests created hereby shall not bear interest. Interest cease, determine and become null and void (except as to any surviving rights of transfer or profitsexchange of Bonds herein or therein provided for), and the Trustee and each co-trustee and separate trustee, if any, on then acting as such investments shall accumulate in hereunder shall, at the expense of the Issuer, execute and deliver a termination statement and such account. Moneys in such Cash Collateral Account shall instruments of satisfaction and discharge as may be applied by the Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed andnecessary and pay, assign, transfer and deliver to the extent not so appliedIssuer or upon Issuer Request all cash, shall be securities and other personal property then held for the satisfaction by it hereunder as a part of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the Loans have matured or the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrowers under this AgreementTrust Estate. (k) No Issuing Bank shall have any obligation to cancel or terminate a Letter of Credit, and such Letter of Credit shall be deemed outstanding for all purposes of this Agreement, unless and until (i) the original of the subject Letter of Credit is returned to the Issuing Bank undrawn; or (ii) the Issuing Bank receives written confirmation from the beneficiary of such Letter of Credit consenting to such cancellation or termination.