Certain Matters Affecting the Cash Management Bank. (a) The Cash Management Bank shall not be under any obligation or duty to inquire into the terms of the Operating Agreement or any other agreement made or entered into in connection with this Agreement to which the Cash Management Bank is not a party.
Certain Matters Affecting the Cash Management Bank. The Cash Management Bank may rely and shall be protected in acting or refraining from acting upon any notice (including but not limited to electronically confirmed facsimiles of such notice) believed by it to be genuine and to have been signed or presented by the proper party or parties. The duties and obligations of the Cash Management Bank shall be determined solely by the express provisions of this Modification Agreement. The Cash Management Bank shall not be liable except for the performance of such party’s duties and obligations as are specifically set forth in this Modification Agreement, and except as set forth in paragraph 4 of this Schedule II, no implied covenants or obligations shall be read into this Modification Agreement against the Cash Management Bank. Substantial compliance by the Cash Management Bank with its standard procedures for the services the Cash Management Bank is providing hereunder shall be deemed to be the exercise by it of ordinary care. Notwithstanding anything to the contrary contained herein, (i) in the administration of the account hereunder, the Cash Management Bank may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may, consult with counsel, accountants and other skilled persons to be selected and retained by it, (ii) in no event shall the Cash Management Bank be liable either directly or indirectly for losses or delays resulting from force majeure, computer malfunctions, interruption of communication facilities, labor difficulties or other causes beyond the Cash Management Bank’s reasonable control or for indirect, special or consequential damages, (iii) in no event shall the Cash Management Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Cash Management Bank has been advised of the likelihood of such loss or damage and regardless of the form of action, (iv) the Cash Management Bank shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies, (v) the Cash Management Bank shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the parties hereto, and (vi) in the event that the Cash Management Bank shall be uncertain as to its duties or rights hereund...
Certain Matters Affecting the Cash Management Bank. (a) Cash Management Bank may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper, document or signature believed by it to be genuine and presented to it by the proper party or parties, and it may be assumed that any person purporting to act on behalf of any Person giving any of the foregoing in connection with the provisions hereof has been duly authorized to do so. Cash Management Bank may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder and in good faith in accordance herewith. Cash Management Bank shall not be liable for any act or omission done or omitted to be done by Cash Management Bank in reliance upon any instruction, direction or certification received by Cash Management Bank and without fraud, bad faith, gross negligence or willful or reckless misconduct on the part of Cash Management Bank. The Cash Management Bank shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Cash Management Bank shall have no duty to solicit any payments which may be due it hereunder.
