Common use of Role of Bank Clause in Contracts

Role of Bank. The Borrower agrees that, in paying any drawing under a Letter of Credit, the Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and 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. 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. None of the Bank, any of its affiliates, any of the respective officers, directors, employees, agents or attorneys-in-fact of the Bank and its affiliates, nor any of the respective correspondents, participants or assignees of the Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of this Section; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Bank, and the Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Bank’s willful misconduct or gross negligence or the Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the 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 the 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 Bank. The Borrower agrees that, in paying any drawing under a Letter of Credit, the Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and 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 Person executing or delivering any such document. 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. None of the Bank, any of Bank or its affiliates, any of the respective officers, directors, employees, agents or attorneys-in-fact of the Bank and its affiliates, Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of this SectionSection 2.03(d); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Bank, and the Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Bank’s willful misconduct or gross negligence or the Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the 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 the 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 may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Bank. The Borrower agrees that, in paying any drawing under a Letter of Credit, the Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and 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 Person executing or delivering any such document. No Bank-Related Person nor any of the respective correspondents, participants or assignees of the Bank shall be liable for (i) any action taken or omitted in the absence of gross negligence or willful misconduct; or (ii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No Bank, any of its affiliates, any of the respective officers, directors, employees, agents or attorneys-in-fact of the Bank and its affiliatesRelated Person, nor any of the respective correspondents, participants or assignees of the Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of this SectionSection 2.03(d); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Bank, and the Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Bank’s 's willful misconduct or gross negligence or the Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the 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 the 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 Bank. The Borrower agrees thatAny term or condition hereof, in paying any drawing under a Letter or of Credit, the Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and 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. 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. None of the Bank, any of its affiliates, any of the respective officers, directors, employees, agents or attorneys-in-fact of the Bank and its affiliates, nor any of the respective correspondents, participants or assignees of the Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of this Section; provided, however, that anything in such clauses other Loan Documents to the contrary notwithstanding, the Borrower may have a claim against the BankBank shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaim, any obligation or responsibility for the management, conduct or operation of the business and affairs of the Borrower. Any term or condition hereof, or of any of the other Loan Documents, permitting the Bank may be liable to disburse funds, whether from the proceeds of the Note, or otherwise, or to take or refrain from taking any action with respect to the Borrower, the Collateral or any other security for repayment of the Loan, shall be deemed to be solely to permit the extentBank to audit and review the management, but only operation and conduct of the business and affairs of the Borrower, and to maintain and preserve the extent, of any direct, as opposed to consequential or exemplary, damages suffered security given by the Borrower which the Borrower proves were caused by the Bank’s willful misconduct or gross negligence or the Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank for the Loan and may accept documents that appear on their face to not be in orderrelied upon by any other person. Further, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Bank shall not have, has not assumed and, by its execution and acceptance of this Agreement, hereby expressly disclaims any liability or obligation of the Borrower, and no condition hereof, or of any of the other Loan Documents, shall be responsible construed so as to deem the relationship between the Borrower and the Bank to be other than that of borrower and lender, and the Borrower shall at all times represent that the relationship between the Borrower and the Bank is solely that of borrower and lender. The Borrower hereby indemnifies and agrees to hold the Bank harmless from and against any costs, expenses and liabilities incurred or suffered by the Bank as a result of any assertion or claim of any obligation or responsibility of the Bank for the validity management, operation and conduct of the business and affairs of the Borrower, or sufficiency as a result of any instrument transferring assertion or assigning claim of any liability or purporting responsibility of the Bank for the payment or performances of any indebtedness or obligation of the Borrower, except to transfer the extent any such assertion or assign a Letter claim results from the negligence or willful misconduct 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 reasonBank.