Common use of General Letter of Credit Provisions Clause in Contracts

General Letter of Credit Provisions. Borrowers consent to Lender’s payment of any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers and Lender, Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Letter of Credit may be amended, modified or revoked only upon the receipt by Lender from Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers shall reimburse Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit except presentation of any draft and/or documents conforming to the terms of the Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.3.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce Publication No. 500 (the “ICCUCP”) at shall govern commercial Letters of Credit and the time International Standby Practices, 1998, International Chamber of issuance Commerce Publication No. 590 (the “ISP”) shall apply to each commercial Letter govern standby letters of Creditcredit. The provisions of the UCP and ISP are hereby incorporated by reference. In the event of a conflict between the UCP and ISP and the laws of the State, the UCP and ISP shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Appropriate Letter of Credit Issuer to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender The Appropriate Letter of Credit Issuer, the Agents, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds Lender hold the Appropriate Letter of Credit Issuer, the Agents, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Appropriate Letter of Credit Issuer, the Agents, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender the Appropriate Letter of Credit Issuer, any of the Lenders, Agents and/or any of its their respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Appropriate Letter of Credit Issuer, any of the Lenders, Agents and/or any of its their respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender the Appropriate Letter of Credit Issuer, the Lenders, the Agents and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Appropriate Letter of Credit Issuer from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender the Appropriate Letter of Credit Issuer, the Lenders, the Agents and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse Lenderthe Appropriate Letter of Credit Issuer and the Lenders and Agents, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Maryland and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Maryland, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit or any Bond Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers The Borrower assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit or any Bond Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement or under any Bond Letter of Credit Agreement, (b) any Letter of Credit Agreement, any Bond Letter of Credit Agreement, this Agreement, any Letter of Credit, any Bond Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit or any Bond Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, other than acts of willful misconduct and gross negligence, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit or any Bond Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto DE FACTO or de jure DE JURE Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for willful misconduct and gross negligence or willful misconductnegligence, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit or any Bond Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Credit or any Bond Letter of Credit, a . Any Letter of Credit or any Bond Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit or a Bond Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit or a Bond Letter of Credit after the expiration date of the Letter of Credit or the Bond Letter of Credit, Borrowers respectively, the Borrower shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost)2.3.5 or 2.4.5, as appropriate. Except as may otherwise be specifically provided in a Letter of Credit, a Bond Letter of Credit, a Letter of Credit Agreement or a Bond Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Maryland and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at Letters of Credit and the time of issuance shall apply to each commercial Letter Bond Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Maryland, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent hereby instruct Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers and Lender, Borrowers assume Each Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers any Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersany Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by Lender from Borrowers any Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers shall reimburse Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.3.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds Lender hold the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit except presentation of any draft and/or documents conforming to the terms of the Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.4.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce Publication No. 500 (the “ICCUCP”) at shall govern commercial Letters of Credit and the time International Standby Practices, 1998, International Chamber of issuance Commerce Publication No. 590 (the “ISP”) shall apply to each commercial Letter govern standby letters of Creditcredit. The provisions of the UCP and ISP are hereby incorporated by reference. In the event of a conflict between the UCP and ISP and the laws of the State, the UCP and ISP shall prevail.

General Letter of Credit Provisions. Borrowers consent to Lender’s payment of any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers and Lender, Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Letter of Credit may be amended, modified or revoked only upon the receipt by Lender from Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers shall reimburse Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, the laws of the State and (a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by Credits in effect at the time of issuance (“UCP”) of the International Chamber of Commerce Publication shall govern commercial Letters of Credit and (b) the “ICC”) International Standby Practices in effect at the time of issuance (the “ISP”) of the International Chamber of Commerce shall apply to each commercial Letter govern standby letters of Creditcredit. In the event of a conflict between the UCP and ISP and the laws of the State, the UCP and ISP shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers assume The Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for willful misconduct or gross negligence or willful misconductnegligence, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the Borrower shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.2.5 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by the Lender and/or its respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefortherefore. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents; provided, however, that the Borrowers shall not be obligated to indemnify Lender for any actions, consequences or losses attributable to Lender’s gross negligence or willful misconduct. Each of the Borrowers acknowledges and agrees that this indemnification shall survive the termination of this Agreement and the Commitments and the payment and performance of all of the other Obligations. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.3.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce Publication No. 500 (the “ICCUCP”) at shall govern commercial Letters of Credit and the time International Standby Practices, 1998, International Chamber of issuance Commerce Publication No. 590 (the “ISP”) shall apply to each commercial Letter govern standby letters of Creditcredit. The provisions of the UCP and ISP are hereby incorporated by reference. In the event of a conflict between the UCP and ISP and the laws of the State, the UCP and ISP shall prevail.

General Letter of Credit Provisions. Borrowers consent The US Borrower consents to the Lender’s payment of any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers the US Borrower and the Lender, Borrowers assume the US Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for for, and each the US Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against against, all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the US Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe US Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the US Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the US Borrower shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, the laws of the State and (a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by Credits in effect at the time of issuance (“UCP”) of the International Chamber of Commerce Publication shall govern commercial Letters of Credit and (b) the “ICC”) International Standby Practices in effect at the time of issuance (the “ISP”) of the International Chamber of Commerce shall apply to each commercial Letter govern standby Letters of Credit. In the event of a conflict between the UCP and ISP and the laws of the State, the UCP and ISP shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers assume The Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefortherefore. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the Borrower shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent Borrower consents to Lender’s 's payment of any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers Borrower and Lender, Borrowers assume Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of BorrowersBorrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Letter of Credit may be amended, modified or revoked only upon the receipt by Lender from Borrowers Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers Borrower shall reimburse Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct Citizens to Lender’s payment of pay any draft complying with the terms of any Citizens Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Citizens Letter of Credit. Lender Citizens and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds Lender hold the Citizens and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender Citizens and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Citizens Letter of Credit Agreement, this Agreement, any Citizens Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Citizens Letter of Credit, (c) any action taken or omitted by Lender Citizens and/or any of its their respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Citizens Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender Citizens and/or any of its their respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender Citizens and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Citizens Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Citizens Letter of Credit. Subject to the terms of the Letter of Credit, a Any Citizens Letter of Credit may be amended, modified or revoked only upon the receipt by Lender Citizens from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Citizens Letter of Credit to require Lender Citizens and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Citizens Letter of Credit after the expiration date of the Citizens Letter of Credit, the Borrowers shall reimburse LenderCitizens, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.3.5 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Citizens Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Citizens Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds Lender hold the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by the Lender and/or its respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) 56 error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefortherefore. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. The Borrowers consent hereby instruct the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower the Borrowers to the contrary. As between Borrowers and Lender, The Borrowers assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower the Borrowers hereby indemnifies indemnify and holds hold the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by the Lender and/or its branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Borrowers to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of the Borrowers, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from the Borrowers and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, the Borrowers shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent 66 The Borrower hereby instructs the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers assume The Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred costs)incurred by the Lender and/or its respective branches, Affiliates and/or correspondents (other than arising from its or their acts of gross negligence or willful misconduct) relative to and/or as a consequence of (a) any failure by Borrowers any Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this AgreementAgreement as it relates to Letters of Credit, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure dejure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, ,Affiliates and/or correspondents, (f) the form, validity, sufficiency, accuracy,or genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid,insufficient, inaccurate, fraudulent or forged, and/or (g) the form, validity,sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a 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. None of the foregoing shall affect,impair or prevent the vesting of any rights or powers granted to the Lender hereunder. Except for gross negligence or and willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, ,mail or otherwise and despite any cipher or code which may be employed, and/or (band/or(b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the Borrower 67 shall reimburse Lender, as appropriate, the Lender for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost)2.2.5 hereof. Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Ohio and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws,rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Ohio, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent Borrower hereby instructs Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any Borrower to the contrary. As between Borrowers and Lender, Borrowers assume Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each Borrower hereby indemnifies and holds Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s fees and costs) incurred by Lender and/or its respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of BorrowersBorrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by Lender from Borrowers Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers Borrower shall reimburse Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers assume The Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by the Lender and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto DE FACTO or de jure DE JURE Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for willful misconduct or gross negligence or willful misconductnegligence, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the Borrower shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.2.5 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter Commonwealth of Credit, Virginia and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the Commonwealth of Virginia, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit or any Bond Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers The Borrower assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit or any Bond Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement or under any Bond Letter of Credit Agreement, (b) any Letter of Credit Agreement, any Bond Letter of Credit Agreement, this Agreement, any Letter of Credit, any Bond Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit or any Bond Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, other than acts of willful misconduct and gross negligence, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit or any Bond Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto defacto or de jure dejure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for willful misconduct and gross negligence or willful misconductnegligence, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit or any Bond Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Credit or any Bond Letter of Credit, a . Any Letter of Credit or any Bond Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit or a Bond Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit or a Bond Letter of Credit after the expiration date of the Letter of Credit or the Bond Letter of Credit, Borrowers respectively, the Borrower shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased CostE) PAYMENTS OF LETTERS OF CREDIT. (Payments of Letter of Credit) or Section (E) PAYMENTS OF BOND LETTERS OF CREDIT. (Payments of Bond Letters of Credit), as appropriate. Except as may otherwise be specifically provided in a Letter of Credit, a Bond Letter of Credit, a Letter of Credit Agreement or a Bond Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Maryland and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1995 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at Letters of Credit and the time of issuance shall apply to each commercial Letter Bond Letters of Credit.. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Maryland, the Uniform Customs and Practice for Documentary Credits shall prevail. (C)

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit or any Bond Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers The Borrower assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit or any Bond Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement or under any Bond Letter of Credit Agreement, (b) any Letter of Credit Agreement, any Bond Letter of Credit Agreement, this Agreement, any Letter of Credit, any Bond Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit or any Bond Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, other than acts of willful misconduct and gross negligence, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit or any Bond Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto defacto or de jure dejure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for willful misconduct and gross negligence or willful misconductnegligence, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit or any Bond Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Credit or any Bond Letter of Credit, a . Any Letter of Credit or any Bond Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit or a Bond Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit or a Bond Letter of Credit after the expiration date of the Letter of Credit or the Bond Letter of Credit, Borrowers respectively, the Borrower shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.4.5 (Change in Law; Increased CostPayments of Letter of Credit) or Section 2.5.4 (Payments of Bond Letters of Credit), as appropriate. Except as may otherwise be specifically provided in a Letter of Credit, a Bond Letter of Credit, a Letter of Credit Agreement or a Bond Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Maryland and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1995 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at Letters of Credit and the time of issuance shall apply to each commercial Letter Bond Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Maryland, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Agent to Lender’s payment of pay any draft complying with the terms of any Letter of Credit or any Bond Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers The Borrower assume all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit or any Bond Letter of Credit. Lender The Agent, the Lenders and its their respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by Lender the Agent, the Lenders and/or its their respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement or under any Bond Letter of Credit Agreement, (b) any Letter of Credit Agreement, any Bond Letter of Credit Agreement, this Agreement, any Letter of Credit, any Bond Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit or any Bond Letter of Credit, (c) any action taken or omitted by Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, other than acts of willful misconduct and gross negligence, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit or any Bond Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto DE FACTO or de jure DE JURE Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of Lender the Agent, any of the Lenders and/or any of its their respective branches, Affiliates and/or correspondents. Except for willful misconduct and gross negligence or willful misconductnegligence, Lender the Agent, the Lenders and its their respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit or any Bond Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Credit or any Bond Letter of Credit, a . Any Letter of Credit or any Bond Letter of Credit may be amended, modified or revoked only upon the receipt by Lender the Agent from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefor. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit or a Bond Letter of Credit to require Lender the Agent, the Lenders and/or any of its their respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit or a Bond Letter of Credit after the expiration date of the Letter of Credit or the Bond Letter of Credit, Borrowers respectively, the Borrower shall reimburse Lenderthe Agent and the Lenders, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 (Change in Law; Increased Cost)2.4.5 or 2.5.5, as appropriate. Except as may otherwise be specifically provided in a Letter of Credit, a Bond Letter of Credit, a Letter of Credit Agreement or a Bond Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter State of Credit, Maryland and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1995 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at Letters of Credit and the time of issuance shall apply to each commercial Letter Bond Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State of Maryland, the Uniform Customs and Practice for Documentary Credits shall prevail.

General Letter of Credit Provisions. Borrowers consent The Borrower hereby instructs the Lender to Lender’s payment of pay any draft complying with the terms of any Letter of Credit irrespective of any instructions of any the Borrower to the contrary. As between Borrowers and Lender, Borrowers assume The Borrower assumes all risks of the acts and omissions of the beneficiary and other users of any Letter of Credit. The Lender and its respective branches, Affiliates and/or correspondents shall not be responsible for and each the Borrower hereby indemnifies and holds the Lender and its respective branches, Affiliates and/or correspondents harmless from and against all liability, loss and expense (including reasonable attorney’s 's fees and costs) incurred by the Lender and/or its respective branches, Affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by Borrowers the Borrower to perform the agreements hereunder and under any Letter of Credit Agreement, (b) any Letter of Credit Agreement, this Agreement, any Letter of Credit and any draft, draw and/or acceptance under or purported to be under any Letter of Credit, (c) any action taken or omitted by the Lender and/or any of its respective branches, Affiliates and/or correspondents at the request of Borrowersthe Borrower, (d) any failure or inability to perform in accordance with the terms of any Letter of Credit by reason of any control or restriction rightfully or wrongfully exercised by any de facto or de jure Governmental Authority, group or individual asserting or exercising governmental or paramount powers, and/or (e) any consequences arising from causes beyond the control of the Lender and/or any of its respective branches, Affiliates and/or correspondents. Except for gross negligence or willful misconduct, the Lender and its respective branches, Affiliates and/or correspondents, shall not be liable or responsible in any respect for any (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with any Letter of Credit, whether transmitted by cable, telegraph, mail or otherwise and despite any cipher or code which may be employed, and/or (b) action, inaction or omission which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary or otherwise in connection with any Letter of Credit. Subject to the terms of the Letter of Credit, a Any Letter of Credit may be amended, modified or revoked only upon the receipt by the Lender from Borrowers the Borrower and the beneficiary (including any transferee and/or assignee of the original beneficiary), of a written consent and request therefortherefore. If any Laws, order of court and/or ruling or regulation of any Governmental Authority of the United States (or any state thereof) and/or any country other than the United States permits a beneficiary under a Letter of Credit to require the Lender and/or any of its respective branches, Affiliates and/or correspondents to pay drafts under or purporting to be under a Letter of Credit after the expiration date of the Letter of Credit, Borrowers the Borrower shall reimburse the Lender, as appropriate, for any such payment pursuant to provisions of Section 2.2.6 2.2.5 (Change in Law; Increased Cost). Except as may otherwise be specifically provided in a Letter of Credit or Letter of Credit Agreement, (a) the rules laws of the ISP shall apply to each standby Letter of Credit, State and (b) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the 1993 Revision, International Chamber of Commerce (Publication No. 500 shall govern the “ICC”) at the time of issuance shall apply to each commercial Letter Letters of Credit. The Laws, rules, provisions and regulations of the Uniform Customs and Practice for Documentary Credits are hereby incorporated by reference. In the event of a conflict between the Uniform Customs and Practice for Documentary Credits and the laws of the State, the Uniform Customs and Practice for Documentary Credits shall prevail.