TO NOTE THE
AMOUNT OF ANY PAYMENT ON THE REVERSE SIDE OF A LETTER OF CREDIT OR TO SURRENDER
OR TO TAKE UP A LETTER OF CREDIT OR TO SEND FORWARD DOCUMENTS AS REQUIRED BY THE
TERMS OF A LETTER OF CREDIT, EACH OF WHICH PROVISIONS, IF CONTAINED IN A LETTER
OF CREDIT ITSELF, IT IS AGREED MAY BE WAIVED BY THE AGENT OR A LENDER; (IX) THE
FACT THAT ANY INSTRUCTIONS, ORAL OR WRITTEN, GIVEN TO THE AGENT OR A LENDER
PURPORTING TO HAVE BEEN GIVEN BY OR ON BEHALF OF THE OBLIGOR AND BELIEVED BY THE
AGENT OR SUCH LENDER IN GOOD FAITH AND IN THE EXERCISE OF ORDINARY CARE TO BE
VALID WHICH PERTAIN TO THE ISSUANCE OF ANY LETTER OF CREDIT, ANY EXTENSION,
INCREASE OR OTHER MODIFICATION OF ANY LETTER OF CREDIT OR OTHER ACTION TO BE
TAKEN OR OMITTED WITH REFERENCE THERETO, WERE WHOLLY OR PARTLY INSUFFICIENT,
ERRONEOUS, UNAUTHORIZED OR FRAUDULENT; OR (X) ANY OTHER ACT OR OMISSION AS TO
WHICH BANKS ARE RELIEVED FROM RESPONSIBILITY UNDER THE TERMS OF THE ISP,
PROVIDED THAT NONE OF THE CONTINGENCIES REFERRED TO IN SUBPARAGRAPHS (I) THROUGH
(X) OF THIS SUB-CLAUSE (B) IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE AGENT, THE SECURITY AGENT, ANY LENDER OR ANY OF THEIR
RESPECTIVE CORRESPONDENTS OR AGENTS.
(C)
THE OBLIGOR WILL, WITHOUT EXPENSE TO THE AGENT OR THE LENDERS,
PROCURE OR CAUSE TO BE PROCURED PROMPTLY ALL NECESSARY LICENSES WHICH ARE
REQUIRED WITH RESPECT TO THE TRANSACTION(S) WHICH IS/ARE THE SUBJECT OF ANY
LETTER OF CREDIT ISSUED FOR THE OBLIGOR OR TO WHICH ANY SUCH LETTER OF CREDIT
RELATES, WILL COMPLY WITH OR CAUSE TO BE COMPLIED WITH ALL APPLICABLE
GOVERNMENTAL REGULATIONS IN REGARD THERETO, AND WILL FURNISH OR CAUSE TO BE
FURNISHED TO THE AGENT SUCH DOCUMENTS AND CERTIFICATES IN RESPECT THEREOF AS THE
AGENT MAY REQUIRE.
(D)
THE OBLIGOR HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT,
THE SECURITY AGENT AND THE LENDERS FROM AND AGAINST ALL LIABILITY, LOSS OR
EXPENSE (INCLUDING REASONABLE LEGAL FEES, COURT COSTS AND OTHER EXPENSES WHICH
THE AGENT, THE SECURITY AGENT, THE AGENT AND THE LENDERS MAY INCUR IN ENFORCING
THEIR RESPECTIVE RIGHTS HEREUNDER) INCURRED AS A CONSEQUENCE OF (I) ANY FAILURE
ON THE PART OF THE OBLIGOR DULY TO PERFORM ITS AGREEMENTS CONTAINED IN THIS
CLAUSE 2.5, (II) ANY ACTION TAKEN OR OMITTED BY THE AGENT,
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THE SECURITY AGENT, ANY LENDER OR ANY OF THEIR RESPECTIVE CORRESPONDENTS IN
RELATION TO ANY LETTER OF CREDIT ISSUED AT THE REQUEST OF OR ON BEHALF OF THE
OBLIGOR, OR (III) ANY CLAIMS ASSERTED BY ANY PARTY TO ANY TRANSACTION IN
CONNECTION WITH WHICH SUCH LETTERS OF CREDIT ARE ISSUED, EXCEPT SUCH LIABILITY,
LOSS OR EXPENSE, IF ANY, AS IS INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT ON THE PART OF THE AGENT, THE SECURITY AGENT, ANY LENDER OR
OF ANY OF THEIR RESPECTIVE CORRESPONDENTS.
2.6
VOLUNTARY CANCELLATION
DURING THE FACILITY AVAILABILITY PERIOD, THE OBLIGOR SHALL HAVE