ANY LAW, RULE OR REGULATION
OR JUDICIAL PROCESS, AND
(C)
AS REQUESTED OR REQUIRED BY ANY STATE,
FEDERAL OR FOREIGN AUTHORITY OR EXAMINER REGULATING BANKS OR BANKING.
Notwithstanding anything herein to the contrary, each Borrower, the Agent and
each Lender (and each employee, representative or other agent of each of the
foregoing parties) may disclose to any and all Persons, without limitation of
any kind, the U.S. tax treatment and tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to any of the foregoing parties relating to such
U.S. tax treatment and tax structure.
8.11
AGREEMENT IN EFFECT.
THIS AGREEMENT SHALL BECOME
EFFECTIVE UPON ITS EXECUTION AND DELIVERY, RESPECTIVELY, TO THE AGENT AND TBC BY
TBC AND THE AGENT, AND WHEN THE AGENT SHALL HAVE BEEN NOTIFIED BY EACH LENDER
LISTED ON SCHEDULE I THAT SUCH LENDER HAS EXECUTED IT.
54
8.12
NO LIABILITY OF THE ISSUING BANKS.
NONE OF THE
AGENT, THE LENDERS NOR ANY ISSUING BANK, NOR ANY OF THEIR AFFILIATES, OR THE
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS OF SUCH PERSON OR
SUCH AFFILIATE, SHALL HAVE ANY LIABILITY OR RESPONSIBILITY BY REASON OF OR IN
CONNECTION WITH THE ISSUANCE OR TRANSFER OF ANY LETTER OF CREDIT OR ANY PAYMENT
OR FAILURE TO MAKE ANY PAYMENT THEREUNDER, OR ANY ERROR, OMISSION, INTERRUPTION,
LOSS OR DELAY IN TRANSMISSION OR DELIVERY OF ANY DRAFT, NOTICE OR OTHER
COMMUNICATION UNDER OR RELATING TO ANY LETTER OF CREDIT (INCLUDING ANY DOCUMENT
REQUIRED TO MAKE A DRAWING THEREUNDER), ANY ERROR IN INTERPRETATION OF TECHNICAL
TERMS OR ANY CONSEQUENCE ARISING FROM CAUSES BEYOND THE CONTROL OF THE
APPLICABLE ISSUING BANK; PROVIDED THAT THE FOREGOING SHALL NOT BE CONSTRUED TO
EXCUSE ANY ISSUING BANK FROM LIABILITY TO THE APPLICABLE BORROWER TO THE EXTENT
OF ANY DIRECT DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, CLAIMS IN RESPECT OF
WHICH ARE HEREBY WAIVED BY THE BORROWERS TO THE EXTENT PERMITTED BY APPLICABLE
LAW) SUFFERED BY SUCH BORROWER THAT ARE CAUSED BY SUCH ISSUING BANK'S FAILURE TO
EXERCISE CARE WHEN DETERMINING WHETHER DRAFTS AND OTHER DOCUMENTS PRESENTED
UNDER A LETTER OF CREDIT COMPLY WITH THE TERMS THEREOF OR ANY FAILURE TO HONOR A
LETTER OF CREDIT WHERE SUCH ISSUING BANK IS, UNDER APPLICABLE LAW, REQUIRED TO
HONOR IT.
THE PARTIES HERETO EXPRESSLY AGREE THAT, AS LONG AS THE ISSUING BANK
HAS NOT ACTED WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUCH ISSUING BANK
SHALL BE DEEMED TO HAVE EXERCISED CARE IN EACH SUCH DETERMINATION.
IN
FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITING THE GENERALITY THEREOF, THE
PARTIES AGREE THAT, WITH RESPECT TO DOCUMENTS PRESENTED WHICH APPEAR ON THEIR
FACE TO BE IN COMPLIANCE WITH THE TERMS OF A LETTER OF CREDIT, AN ISSUING BANK
MAY, IN ITS SOLE DISCRETION, EITHER ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS
WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION OR REFUSE TO ACCEPT AND MAKE
PAYMENT UPON SUCH DOCUMENTS IF SUCH DOCUMENTS ARE NOT IN STRICT COMPLIANCE WITH
THE TERMS OF SUCH