Common use of Role of Issuing Bank Clause in Contracts

Role of Issuing Bank. Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No officers, employees, correspondents, participants or assignees of Issuing Bank shall be liable to any Bank for any action taken or omitted in connection herewith at the request or with the approval of Banks; or any action taken or omitted in the absence of gross negligence or willful misconduct; or the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No officers, employees, correspondents, participants or assignees of Issuing Bank, shall be liable or responsible for any of the matters described in subsection (f) above. In furtherance and not in limitation of the foregoing, 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, and Issuing Bank shall not be responsible for the validity or sufficiency 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.

Role of Issuing Bank. Each Bank Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, each Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft draft, certificates and certificates documents expressly required by the any Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No officersNone of the Issuing Bank, employees, the Administrative Agent nor any of the respective correspondents, participants or assignees of such Issuing Bank shall be liable to any Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Banksthe Lenders or the Required Lenders, as applicable; or (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of CreditCredit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No officersNone of the Issuing Bank, employeesthe Administrative Agent, nor any of the respective correspondents, participants or assignees of such Issuing Bank, Bank shall be liable or responsible for any of the matters described in subsection clauses (fi) above. In furtherance and not through (v) of Section 2.03(j); provided, however, that anything in limitation of the foregoing, 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 such clauses to the contrary, and Issuing Bank shall not be responsible for the validity or sufficiency 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.

Role of Issuing Bank. Each Bank Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft draft, certificates, and certificates documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No officersIssuing Bank, employeesno Agent-Related Person, nor any of their respective correspondents, participants participants, or assignees of Issuing Bank shall be liable to any Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Banks; the Lenders or the Majority Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; , or (iii) the due execution, effectiveness, validity validity, or enforceability of any document or instrument related to any Letter of CreditCredit or L/C Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No officers, employees, correspondents, participants or assignees of Issuing Bank, no Agent-Related Person, nor any of their respective correspondents, participants, or assignees shall be liable or responsible for any of the matters described in subsection clauses (fi) above. In furtherance and not in limitation of the foregoing, 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, and Issuing Bank shall not be responsible for the validity or sufficiency 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.through (v)

Role of Issuing Bank. Each Bank Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft or time draft, certificates and certificates documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No officersNone of the Issuing Bank, employeesthe Agent, correspondentsany of their respective Related Parties nor any correspondent, participants participant or assignees assignee of the Issuing Bank shall be liable to any Bank Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Banksthe Lenders; or (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of CreditCredit or L/C Related Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No officers, employees, correspondents, participants or assignees None of the Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable or responsible for any of the matters described in subsection (f) above. In furtherance Section 2.16(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the Issuing Bank, and not in limitation of the foregoing, Issuing Bank may accept documents that appear on their face be liable to be in orderthe Borrowers, without responsibility for further investigationto the extent, regardless but only to the extent, of any notice direct, as opposed to consequential or information to exemplary, damages suffered by the contraryBorrowers which the Borrowers prove, and as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the Issuing Bank shall not be responsible for the validity or sufficiency 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.Bank’s willful