Common use of Certain Provisions Clause in Contracts

Certain Provisions. The Issuing Banks shall have no duties or responsibilities to any Agent or any Bank except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks to the Banks and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks shall not have a fiduciary relationship in respect of any Agent, any Bank or any other Person. No Issuing Bank shall be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Issuing Banks shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties or any other Person, or (iii) the existence of any Default. The Issuing Banks shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks Lenders and the Agents under this Agreement and the other Loan Credit Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No None of the Issuing Bank, the Administrative Agent, any of their Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Credit Document or Letter of CreditCredit at the request or with the approval of the Lenders or the Required Lenders, except to (ii) any action taken or omitted in the extent resulting from its absence of gross negligence or willful misconduct, as finally determined by a court or (iii) the due execution, effectiveness, validity or enforceability of competent jurisdictionany document or instrument related to any Letter of Credit or L/C Related Document. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Credit Document on the part of any Account Credit Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Credit Parties or any other Person, or (iii) the existence of any Suspension Event, Default or Event of Default. Each Credit Party assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. None of the Issuing Bank, the Administrative Agent, any of their Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for (y) any of the matters described in clauses (A) through (G) of Section 2.3(a)(ii); or (z) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Applicable Account Party shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to such Account Party, to the extent of any direct, but not consequential or exemplary, damages suffered by such Account Party that such Account Party proves were caused by (a) the Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (b) the Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. It is expressly understood and agreed that, for purposes of determining whether a wrongful payment under a Letter of Credit resulted from the Issuing Bank’s gross negligence or willful misconduct, (1) the Issuing Bank’s acceptance of documents that appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, (2) the Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (3) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of the Issuing Bank. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Credit Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks Lenders and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionspecifically set forth in Section 9.09. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyBorrower, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties Borrowers or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks Lenders and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionspecifically set forth in . The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyBorrower, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties Borrowers or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionspecifically set forth in Section 9.09. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks Lenders and the Agents under this Agreement and the other Loan Credit Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Credit Document or Letter of Credit, except to the extent resulting from its the gross negligence or willful misconductmisconduct of the Issuing Bank, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Credit Document on the part of any Account Credit Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Credit Parties or any other Person, or (iii) the existence of any Suspension Event, Default or Event of Default. Each Credit Party assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Bank nor any of its officers, directors, employees or agents shall be liable or responsible for: (w) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (x) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (y) payment by the Issuing Bank against presentation of documents that do not strictly comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (z) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Applicable Account Party shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to such Account Party, to the extent of any direct, but not consequential, damages suffered by such Account Party that such Account Party proves were caused by (a) the Issuing Bank's willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (b) the Issuing Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. It is expressly understood and agreed that, for purposes of determining whether a wrongful payment under a Letter of Credit resulted from the Issuing Bank's gross negligence or willful misconduct, (1) the Issuing Bank's acceptance of documents that appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, (2) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (3) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of the Issuing Bank. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Credit Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any the Administrative Agent or any Bank except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks and the Agents Administrative Agent under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any the Administrative Agent, any Bank or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of CreditLOC, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any the Administrative Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyACE, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties ACE or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any the Administrative Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or ------------------ responsibilities to any Agent or any Bank except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its the gross negligence or willful misconductmisconduct of the Issuing Bank, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The No Issuing Banks Bank shall have no any duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the any Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks to the Banks Lenders and the Agents under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the no Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No Issuing Bank shall be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of Credit, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionspecifically set forth in Section 9.09. The No Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyBorrower, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties Borrowers or any other Person, or (iii) the existence of any Default. The No Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The No Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any the Administrative Agent or any Bank except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks and the Agents Administrative Agent under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any the Administrative Agent, any Bank or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of CreditLOC, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any the Administrative Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyPulte, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties Pulte or any other Person, or (iii) the existence of any Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any the Administrative Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently now or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any the Administrative Agent or any Bank except those expressly set forth in this Agreement, and no fiduciary or other implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks and the Agents Administrative Agent under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any the Administrative Agent, any Bank or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Document or Letter of CreditLOC, except to the extent resulting from its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any the Administrative Agent or any Bank relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Document on the part of any Account PartyApplicant, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Parties Company, any other Applicant, or any other Person, (iii) anything that has had or could be reasonably expected to have a Material Adverse Effect, or (iiiiv) the existence of any Event of Default. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any the Administrative Agent or any Bank with any notices, reports or information of any nature, whether in its possession presently now or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Document.

Certain Provisions. The Issuing Banks Bank shall have no duties or responsibilities to any Agent or any Bank Lender except those expressly set forth in this Agreement, and no implied duties or responsibilities on the part of the Issuing Banks Bank shall be read into this Agreement or shall otherwise exist. The duties and responsibilities of the Issuing Banks Bank to the Banks Lenders and the Agents under this Agreement and the other Loan Credit Documents shall be mechanical and administrative in nature, and the Issuing Banks Bank shall not have a fiduciary relationship in respect of any Agent, any Bank Lender or any other Person. No The Issuing Bank shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Loan Credit Document or Letter of Credit, except to the extent resulting from its the gross negligence or willful misconductmisconduct of the Issuing Bank, as finally determined by a court of competent jurisdiction. The Issuing Banks Bank shall not be under any obligation to ascertain, inquire or give any notice to any Agent or any Bank Lender relating to (i) the performance or observance of any of the terms or conditions of this Agreement or any other Loan Credit Document on the part of any Account Credit Party, (ii) the business, operations, condition (financial or otherwise) or prospects of the Account Credit Parties or any other Person, or (iii) the existence of any Suspension Event, Default or Event of Default. Each Credit Party assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Bank nor any of its officers, directors, employees or agents shall be liable or responsible for: (w) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (x) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (y) payment by the Issuing Bank against presentation of documents that do not strictly comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (z) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Applicable Account Party shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to such Account Party, to the extent of any direct, but not consequential, damages suffered by such Account Party that such Account Party proves were caused by (a) the Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (b) the Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. It is expressly understood and agreed that, for purposes of determining whether a wrongful payment under a Letter of Credit resulted from the Issuing Bank’s gross negligence or willful misconduct, (1) the Issuing Bank’s acceptance of documents that appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, (2) the Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (3) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of the Issuing Bank. The Issuing Banks Bank shall not be under any obligation, either initially or on a continuing basis, to provide any Agent or any Bank Lender with any notices, reports or information of any nature, whether in its possession presently or hereafter, except for such notices, reports and other information expressly required by this Agreement to be so furnished. The Issuing Banks Bank shall not be responsible for the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of this Agreement or any Loan Credit Document.