Common use of Liability of the Bank Clause in Contracts

Liability of the Bank. Between the Borrower and the Bank, the Borrower assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit or its proceeds. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or its proceeds or for any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except the Borrower shall have a claim against the Bank, and the Bank shall be liable to the Borrower, to the extent, but only to the extent of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (i) the Bank's willful misconduct or gross negligence in honoring a draft under the Letter of Credit, or (ii) the Bank's willful failure to pay under the Letter of Credit after presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the 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, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by the Bank; provided, that if the Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of the Letter of Credit to be presented to the Bank are not to be honored, the Bank agrees that it will not honor such documents and the Borrower shall indemnify and hold the Bank harmless from such failure to honor.

Liability of the Bank. Between the Borrower and the Bank, the Borrower assumes all risks (a) The liability of the acts Bank (or omissions any other Indemnified Person) under, in connection with and/or arising out of the Trustee and this Agreement, any transferee of Related Document or the Letter of Credit (or any pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with respect the Letter of Credit, (ii) failing to its use of honor a presentation that strictly complies with the Letter of Credit or its proceeds(iii) retaining Drawing Documents presented under the Letter of Credit. Neither In no event shall the Bank nor be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any of its officers or directors shall be liable or responsible for: (a) the use which may be made of Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or its proceeds or for any acts or omissions of wrongfully retaining honored Drawing Documents shall in no event exceed the Trustee and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment aggregate amount paid by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference Applicant to the Letter Bank in respect of Credit; or (d) any other circumstances whatsoever in making or failing to make payment an honored presentation under the Letter of Credit, except plus interest. Notwithstanding anything to the Borrower contrary herein, the Bank and the other Indemnified Persons shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank or any Indemnified Person shall have a claim been advised of the possibility thereof or of the form of action in which such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the BankBank or any Indemnified Person, and including by enforcing its rights in the Bank underlying transaction. Any claim by the Applicant for damages under or in connection with this Agreement, any Related Document or the Letter of Credit shall be liable reduced by an amount equal to the Borrower, to the extent, but only to the extent sum of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (i) the Bank's willful misconduct amount saved by the Applicant as a result of the breach or gross negligence in honoring a draft under the Letter of Credit, or alleged wrongful conduct and (ii) the Bank's willful failure to pay under the Letter of Credit after presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions amount of the Letter of Credit. In furtherance and not in limitation of loss that would have been avoided had the foregoing, the Bank may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by the Bank; provided, that if the Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of the Letter of Credit to be presented to the Bank are not to be honored, the Bank agrees that it will not honor such documents and the Borrower shall indemnify and hold the Bank harmless from such failure to honorApplicant mitigated damages.

Liability of the Bank. Between the Borrower and the Bank, the Borrower (a) The Commission assumes all risks of the acts or omissions of the Trustee Tender Agent, the Paying Agent and the Remarketing Agent and any transferee agent of the Letter of Credit Tender Agent, the Paying Agent and the Remarketing Agent and their agents with respect to its this Agreement and the use of any amounts made available by the Letter Bank hereunder. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Tender Agent which results in the failure of Credit the Tender Agent to effect the purchase of Eligible Bonds for the account of the Bank with funds provided by the Bank pursuant to Section 2.02 or its proceedsto comply with the applicable provisions of the Resolutions. Neither the Bank nor any of its officers employees, officers, directors or directors agents shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or its proceeds this Agreement or for any acts or omissions of the Trustee and any transferee Commission, the Tender Agent, the Paying Agent and/or the Remarketing Agent in connection therewith; (b) the validity, sufficiency validity or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credithereof, including any failure of any documents to bear any reference or adequate reference to the Letter of Creditthis Agreement; or (d) any other circumstances whatsoever in making or failing to make payment under hereunder; provided, however, that the Letter of Credit, except the Borrower Commission shall have a claim against the Bank, Bank and the Bank shall be liable to the BorrowerCommission, to the extent, but only to the extent extent, of any direct, as opposed to consequential, damages suffered by the Borrower Commission which the Borrower Commission proves were caused by (i) the Bank's ’s willful misconduct or gross negligence negligent failure to make lawful payment hereunder in honoring a draft under accordance with the Letter of Creditterms hereof, or (ii) the Bank's willful unless such failure to pay under resulted from circumstances beyond the Letter of Credit after presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of CreditBank’s control. In furtherance and not in limitation of the foregoing, the Bank may accept documents that the Bank in good faith determines appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by the Bank; provided, that if the Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of the Letter of Credit to be presented to the Bank are not to be honored, the Bank agrees that it will not honor such documents and the Borrower shall indemnify and hold the Bank harmless from such failure to honor.

Liability of the Bank. Between the Borrower and the Bank, the Borrower The Company assumes all risks of the acts or omissions of the Trustee and any transferee of the any Letter of Credit with respect to its use of the such Letter of Credit or its proceedsCredit. Neither the Bank nor any of its officers or directors No Indemnified Party shall be liable or responsible for: (a) the use which may be made of the any Letter of Credit or its proceeds or for any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity, sufficiency validity or genuineness of documentsdocuments tendered to or relied upon by the Bank, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by the Bank against presentation of documents which do not strictly comply with the terms of the any Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the any Letter of Credit; provided, except however, that the Borrower shall have Company has a claim against the Bank, and the Bank shall be liable to the BorrowerCompany, to the extent, but only to the extent of any direct, as opposed to consequential, damages suffered by the Borrower Company which the Borrower Company proves were caused by (i) the Bank's ’s bad faith, willful misconduct or gross negligence in honoring a draft determining whether documents presented under the any Letter of CreditCredit comply with the terms of such Letter of Credit (it being understood by the parties hereto that in making payment under such Letter of Credit the Bank’s exclusive reliance on the documents presented to the Bank in accordance with the terms of such Letter of Credit as to any and all matters set forth therein, whether or not any statement or any document presented pursuant to such Letter of Credit proves to be forged, fraudulent or invalid or any statement therein proves to be untrue or inaccurate in any respect whatsoever, shall not be deemed bad faith, willful misconduct or gross negligence of the Bank) or (ii) the Bank's willful ’s failure to pay make lawful payment under the any Letter of Credit after the presentation to it the Bank by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) Company of a sight draft and certificate strictly complying with the terms and conditions of the such Letter of Credit. In furtherance The Bank is hereby expressly authorized and not in limitation of the foregoing, the Bank may accept documents that appear on their face directed to be in order, and may assume the genuineness and rightfulness of honor any signature thereon, without responsibility demand for further investigation, regardless of payment which is made under any notice or information to the contrary unless actually received by the Bank; provided, that if the Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of the Letter of Credit without regard to, and without any duty on its part to be presented to inquire into the Bank are not to be honoredexistence of, any disputes or controversies among the Issuer, the Bank agrees that it will not honor Company or any other person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under such documents Letter of Credit are true and the Borrower shall indemnify and hold the Bank harmless from such failure to honorcorrect.

Liability of the Bank. Between the Borrower and the Bank, the Borrower assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit or its proceeds. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of this Agreement or of any amounts made available by the Letter of Credit or its proceeds Bank hereunder by, or for any acts or omissions failures to act of, the Trustee or the Remarketing Agent in connection with this Agreement, including the failure of the Trustee and any transferee in connection therewithto credit the appropriate account with funds made available by the Bank pursuant to Section 2.02 hereof, to effect the purchase of Tendered Bonds for the account of the Bank with funds provided by the Bank pursuant to Section 2.02(d) hereof or to comply with the applicable provisions of the 1991 Master Resolution; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment forged by any Person other than the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of CreditBank; or (dc) any other circumstances whatsoever in making or failing to make payment under this Agreement; provided, however, that the Letter of Credit, except the Borrower Issuer shall have a claim against the Bank, Bank and the Bank shall be liable to the BorrowerIssuer for any and all claims, to damages, losses, liabilities and reasonable costs or expenses (including reasonable attorney’s fees and expenses) suffered by the extent, but only Issuer if and to the extent of any direct, as opposed to consequential, damages suffered by that the Borrower which the Borrower proves were caused by following two conditions are met: (i) a court of competent jurisdiction determines in a final, nonappealable judgment that such claims, damages, losses, liabilities and reasonable costs or expenses are a result of the Bank’s purchase or failure to purchase Tendered Bonds in accordance with the terms and conditions of this Agreement as a result of the Bank's negligence or willful misconduct or gross negligence in honoring a draft under the Letter of Creditmisconduct, or and (ii) the Bank's willful purchase or failure to pay under the Letter of Credit after presentation to it purchase is not caused by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions failure of the Letter of Credit. In furtherance and not in limitation Remarketing Agent or the Trustee to give notice to the Bank of the foregoing, tender of Bonds for purchase in the Bank may accept documents that appear on their face to be time and manner provided in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information to the contrary unless actually received by the BankSection 2.02(a) hereof; provided, further, that if the Bank shall receive written notification from both in no event be liable to the Trustee Issuer for punitive or consequential damages, and the Borrower that documents conforming Issuer hereby waives its right to the terms of the Letter of Credit to be presented to the Bank are not to be honored, the Bank agrees that it will not honor receive any such documents and the Borrower shall indemnify and hold the Bank harmless from such failure to honordamages.