Common use of Issuing Banks' Reliance, Etc Clause in Contracts

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Issuing Bank nor any of its directors, officers, Issuing Banks, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, Issuing Bank: (a) may consult with legal counsel (including its own counsel or counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (b) makes no warranty or representation to the Agent or any Lender or any other Person and shall not be responsible to the Agent or any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; and (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other Person; and (d) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuiness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or documents furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, and (e) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, agents or employees of the Issuing Banks, employees or counsel Banks shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each of the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes no warranty or representation to the Agent any Bank or any Lender or any other Person Issuing Bank and shall not be responsible to the Agent any Bank or any Lender or any other Person Issuing Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Credit Document; and (ciii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of Borrower any Credit Party or other Persons or to inspect the property, property (including the books or records and records) of Borrower or any other PersonCredit Party; and (div) shall not be responsible to any lender Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, Credit Document or any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable, telex or telecopyotherwise) believed by it in its reasonable judgment to be genuine and signed, signed or sent or given by the proper party or parties. Without limiting the generality of the foregoing, insofar as each Issuing Bank is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any issuance or increase of any, or any addition of a letter of credit to this Agreement as a, Letter of Credit, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of such Issuing Bank responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such issuance, increase or addition specifying its objection thereto and such Bank shall not have accepted after such issuance, increase or addition any Letter of Credit Fee associated with such increase or, in the case of an issuance of any, or any addition of a letter of credit to this Agreement as a, Letter of Credit, associated with such Letter of Credit; provided that this sentence is solely for the benefit of the Issuing Banks (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Letter of Credit or any other Letter of Credit or matter.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, agents or employees of the Issuing Banks, employees or counsel Banks shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes make no warranty or representation to the Agent any Bank or any Lender or any other Person Issuing Bank and shall not be responsible to the Agent any Bank or any Lender or any other Person Issuing Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Credit Document; and (ciii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of Borrower any Credit Party or other Persons or to inspect the property, property (including the books or records and records) of Borrower or any other PersonCredit Party; and (div) shall not be responsible to any lender Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, Credit Document or any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable, telex or telecopyotherwise) believed by it any of them in its reasonable judgment to be genuine and signed, signed or sent or given by the proper party or parties. Without limiting the generality of the foregoing, insofar as each Issuing Bank is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any issuance or increase of any Letter of Credit, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of such Issuing Bank responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such issuance or increase specifying its objection thereto and such Bank shall not have accepted after such issuance or increase any Letter of Credit Fee associated with such increase or, in the case of an issuance of any Letter of Credit, associated with such Letter of Credit; provided that this sentence is solely for the benefit of the Issuing Banks (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Letter of Credit or any other Letter of Credit or matter.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; and (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of Borrower or any other Personthe Borrower; and (div) shall not be responsible to any lender Bank for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or documents document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, hereto; and (ev) shall incur no liability under or in respect of any Letter of Credit or this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, agents or employees of the Issuing Banks, employees or counsel Banks shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes make no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Credit Document; and (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other PersonGuarantor or to inspect the property (including the books and records) of the Borrower or any Guarantor; and (div) shall not be responsible to any lender Bank for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, Credit Document or any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, thereto; and (ev) shall incur no liability under or in respect of any Letter of Credit or this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documents, neither the Issuing Bank Banks nor any of its their directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Loan Document, except for its or their own gross negligence or willful misconduct. No Issuing Bank shall have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon it any obligations in respect of this Agreement or any other Loan Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until it receives and executes an Assignment and Acceptance entered into by the Bank that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Loan Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of Borrower the Borrowers or any other Persons Person or to inspect the property, property (including the books or records and records) of Borrower the Borrowers or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Loan Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, connection herewith; and (evi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its their directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Credit Document, except for its or their own gross negligence or willful misconduct. The Issuing Banks shall not have, by reason of this Agreement or any other Loan Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Issuing Banks any obligations in respect of this Agreement or any other Credit Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until such Issuing Bank receives a Transfer Agreement entered into by the Lender that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerany Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person and shall not be responsible to the Agent or any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Credit Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of Borrower the Borrowers or any other Persons Person or to inspect the property, property (including the books or records and records) of Borrower the Borrowers or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Credit Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or in connection herewith or for the perfection, existence, sufficiency or value of any collateral, any guaranty or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, insurance; and (evi) shall incur no liability under or in respect of this Agreement any Credit Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documents, neither the Issuing Bank Banks nor any of its their directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. No Issuing Bank shall have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon it any obligations in respect of this Agreement or any other Loan Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until it receives and executes an Assignment and Acceptance entered into by the Bank that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Loan Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of Borrower the Borrowers or any other Persons Person or to inspect the property, property (including the books or records and records) of Borrower the Borrowers or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Loan Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, connection herewith; and (evi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or partiesparties except for liability determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank nor any of its directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Loan Document, except for its or their own gross negligence or willful misconduct. The Issuing Bank shall not have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Issuing Bank any obligations in respect of this Agreement or any other Loan Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until the Issuing Bank receives and executes an Assignment and Acceptance entered into by the Bank that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Loan Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of Borrower the Borrowers or any other Persons Person or to inspect the property, property (including the books or records and records) of Borrower the Borrowers or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Loan Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, connection herewith; and (evi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its their directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Credit Document, except for its or their own gross negligence or willful misconduct. The Issuing Banks shall not have, by reason of this Agreement or any other Loan Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Issuing Banks any obligations in respect of this Agreement or any other Credit Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until such Issuing Bank receives a Transfer Agreement entered into by the Lender that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 10.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerany Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person and shall not be responsible to the Agent or any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Credit Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of the Borrower or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Credit Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or in connection herewith or for the perfection, existence, sufficiency or value of any Collateral, any guaranty or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, insurance; and (evi) shall incur no liability under or in respect of this Agreement any Credit Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documents, neither the Issuing Bank Banks nor any of its directors, officers, Issuing Banks, employees or counsel their Related Parties shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. No Issuing Bank shall have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon it any obligations in respect of this Agreement or any other Loan Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until it receives and executes an Assignment and Acceptance entered into by the Bank that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Loan Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of Borrower the Borrowers or any other Persons Person or to inspect the property, property (including the books or records and records) of Borrower the Borrowers or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Loan Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, connection herewith; and (evi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, given or sent or given by the proper party or partiesparties except for liability determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, agents or employees of the Issuing Banks, employees or counsel Banks shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes make no warranty or representation to the Agent or any Lender or any other Person Bank and shall not be responsible to the Agent or any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Credit Document; and (ciii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of any Borrower or other Persons or to inspect the property, property (including the books or records and records) of Borrower or any other PersonBorrower; and (div) shall not be responsible to any lender Bank for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, Credit Document or any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, thereto; and (ev) shall incur no liability under or in respect of any Letter of Credit or this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it in its reasonable judgment to be genuine and signed, signed or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its their directors, officers, Issuing Banks, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Credit Document, except for its or their own gross negligence or willful misconduct. The Issuing Banks shall not have, by reason of this Agreement or any other Loan Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Issuing Banks any obligations in respect of this Agreement or any other Credit Document except as and to the extent that caused by its, his or her own gross negligence, intentional misconduct, willful misfeasance, or bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, each Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until such Issuing Bank receives a Transfer Agreement entered into by the Lender that is payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06, (ii) may consult with legal counsel (including its own counsel or counsel for Borrowerany Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (biii) makes no warranty or representation to the Agent or any Lender or any other Person and shall not be responsible to the Agent or any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (civ) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Credit Document or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement document furnished pursuant hereto or any Loan Document in connection herewith on the part of the Borrower or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower or any other Person; and (dv) shall not be responsible to any lender for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement any Credit Document or any other Loan Document, any other instrument or documents document furnished pursuant thereto hereto or in connection herewith or for the perfection, existence, sufficiency or value of any collateral, any guaranty or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, insurance; and (evi) shall incur no liability under or in respect of this Agreement any Credit Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, given or sent or given by the proper party or parties.

Issuing Banks' Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Issuing Bank Banks nor any of its directors, officers, agents or employees of the Issuing Banks, employees or counsel Banks shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan DocumentAgreement, except as and to the extent that caused by its, his for its or her their own gross negligencenegligence or willful misconduct. The Issuing Banks shall not have, intentional misconductby reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Agreement, willful misfeasanceexpressed or implied, is intended or bad faith or its, his or her own reckless disregard with shall be so construed as to impose upon the Issuing Banks any obligations in respect to its, his or her obligations or duties under the Loan Documents, in each case of this Agreement except as determined by a court of competent jurisdiction in a final, non-appealable judgmentexpressly set forth herein. Without limiting limitation of the generality of the foregoing, the Issuing BankBanks: (ai) may consult with legal counsel (including its own counsel or counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (bii) makes make no warranty or representation to the Agent any Bank or any Lender or any other Person Issuing Bank and shall not be responsible to the Agent any Bank or any Lender or any other Person Issuing Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Credit Document; and (ciii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of Borrower any Credit Party or other Persons or to inspect the property, property (including the books or records and records) of Borrower or any other PersonCredit Party; and (div) shall not be responsible to any lender Bank for the due execution, legality, validity, enforceability, genuinessgenuineness, sufficiency or value of this Agreement or any other Loan Document, Credit Document or any other instrument or documents document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral, thereto; and (ev) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) believed by it any of them in its reasonable judgment to be genuine and signed, signed or sent or given by the proper party or parties. Without limiting the generality of the foregoing, insofar as each Issuing Bank is concerned, for purposes of determining compliance with Section 3.2 with respect to any issuance or increase of any Letter of Credit, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under Section 3.2, unless the officer of such Issuing Bank responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such issuance or increase specifying its objection thereto and such Bank shall not have accepted after such issuance or increase any Letter of Credit Fee associated with such increase or, in the case of an issuance of any Letter of Credit, associated with such Letter of Credit; provided that this sentence is solely for the benefit of the Issuing Banks (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Letter of Credit or any other Letter of Credit or matter.