Common use of Liability of the Banks Clause in Contracts

Liability of the Banks. Each Credit Party assumes all risks of the acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee of the Letter of Credit with respect to its use of the Letter of Credit. None of the Fronting Bank, the Administrative Agent, the Banks nor any of their respective officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including 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 that the Company shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the Company, to the extent of any direct, as opposed to consequential, damages suffered by the Company which the Company proves were caused by (i) the Fronting Bank’s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (ii) the Fronting Bank’s willful or grossly negligent failure, as determined by a court of competent jurisdiction, to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the Paying Agent under the Indenture of a certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Fronting Bank may accept original or facsimile (including telecopy) certificates presented under the Letter of Credit that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Banks. Each Credit Party Unless expressly set forth to the contrary herein, the Company assumes all risks of the acts or omissions of the Trustee, the Tender Agent, the Paying Agent each Trustee and any other beneficiary or transferee of the Letter Letters of Credit with respect to its use of the Letter Letters of Credit. None of Neither the Fronting Bank, the Administrative AgentL/C Issuers, the Banks nor any of their respective officers or directors shall be liable or responsible for: (a) the use which that may be made of the Letter Letters of Credit or any acts or omissions of the Trustee, the Tender Agent, the Paying Agent any Trustee and any other beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Bank any L/C Issuer against presentation of documents which that do not comply with the terms of the a Letter of Credit, including 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 payment, under the any Letter of Credit, except that the Company shall have a claim against the Fronting Bank an L/C Issuer, and the Fronting Bank such L/C Issuer shall be liable to the Company, to the extent of any direct, as opposed to consequential, damages suffered by the Company which that the Company proves were caused by (i) the Fronting Banksuch L/C Issuer’s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (ii) the Fronting Bank’s willful or grossly negligent failuremisconduct, as finally determined by a court of competent jurisdiction, in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (ii) such L/C Issuer’s willful failure to make lawful payment under the a Letter of Credit after the presentation to it by the Trustee or the Paying Agent under the Indenture a successor trustee of a draft and certificate strictly complying with the terms and conditions of the a Letter of Credit. In furtherance and not in limitation of the foregoing, the Fronting Bank L/C Issuers may accept original or facsimile (including telecopy) certificates presented under the Letter of Credit documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Banks. Each Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit Party issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agent, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent's, the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agent, the Banks and any Bank Affiliate. The Company assumes all risks of the acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary a Beneficiary or transferee of the a Letter of Credit with respect to its use of the Letter of Credit. None In furtherance of, and not in limitation of, the Agent's, the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Fronting BankAgent, the Administrative Banks or any Bank Affiliate, neither the Agent, the Banks nor any of their respective officers or directors Bank Affiliate shall be liable or responsible have any liability for and that the Company assumes all responsibility for: (a) the use which may be made genuineness of the Letter of Credit or any acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee in connection therewithsignature; (b) the form, correctness, validity, sufficiency or genuineness of documentssufficiency, or genuineness, falsification and legal effect of any endorsement thereondraft, even if such documents should prove to be in any certification or all respects invalid, insufficient, fraudulent or forgedother document required by a Letter of Credit and the authority of the person signing the same; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit; Credit or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except that the Company shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the Company, to the extent failure of any direct, as opposed persons to consequential, damages suffered by note the Company which amount of any instrument on the Company proves were caused by (i) the Fronting Bank’s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit are genuine or comply with the terms reverse of the Letter of Credit or (ii) the Fronting Bank’s willful or grossly negligent failure, as determined by a court of competent jurisdiction, to make lawful payment under surrender the Letter of Credit after the presentation or otherwise to it by the Trustee or the Paying Agent under the Indenture of a certificate strictly complying comply with the terms and conditions of the Letter of Credit. In furtherance and not in limitation ; (d) the good faith or acts of any Person other than the foregoingAgent, the Fronting Banks, any Bank may accept original Affiliate or facsimile any Bank Agents; (including telecopye) certificates the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented under prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit that appear on their face to shall be made by the Agent in orderits sole and absolute discretion, without responsibility for further investigation, regardless of any notice or information to which determination shall be conclusive and binding upon the contraryCompany.

Liability of the Banks. Each Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit Party issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agents, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agents', the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agents, the Banks and any Bank Affiliate. The Company assumes all risks of the acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary a Beneficiary or transferee of the a Letter of Credit with respect to its use of the Letter of Credit. None In furtherance of, and not in limitation of, the Agents', the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Fronting BankAgents, the Administrative AgentBanks or any Bank Affiliate, neither the Agents, the Banks nor any of their respective officers or directors Bank Affiliate shall be liable or responsible have any liability for and that the Company assumes all responsibility for: (a) the use which may be made genuineness of the Letter of Credit or any acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee in connection therewithsignature; (b) the form, correctness, validity, sufficiency or genuineness of documentssufficiency, or genuineness, falsification and legal effect of any endorsement thereondraft, even if such documents should prove to be in any certification or all respects invalid, insufficient, fraudulent or forgedother document required by a Letter of Credit and the authority of the person signing the same; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit; Credit or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except that the Company shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the Company, to the extent failure of any direct, as opposed persons to consequential, damages suffered by note the Company which amount of any instrument on the Company proves were caused by (i) the Fronting Bank’s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit are genuine or comply with the terms reverse of the Letter of Credit or (ii) the Fronting Bank’s willful or grossly negligent failure, as determined by a court of competent jurisdiction, to make lawful payment under surrender the Letter of Credit after the presentation or otherwise to it by the Trustee or the Paying Agent under the Indenture of a certificate strictly complying comply with the terms and conditions of the Letter of Credit. In furtherance and not in limitation ; (d) the good faith or acts of any Person other than the foregoingAgents, the Fronting Banks, any Bank may accept original Affiliate or facsimile any Bank Agents; (including telecopye) certificates the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented under prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit that appear on their face to shall be made by the Administrative Agent in orderits sole and absolute discretion, without responsibility for further investigation, regardless of any notice or information to which determination shall be conclusive and binding upon the contraryCompany.

Liability of the Banks. Each Credit Party assumes The Obligors assume all risks of the acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other each beneficiary or transferee of the Letter Letters of Credit with respect to its their use of the Letter Letters of Credit. None of the Fronting Bank, the Administrative Agent, the Banks nor any of their respective officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter Letters of Credit or any acts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other each beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letter Letters of Credit, including failure of any documents to bear any reference or adequate reference to the Letter Letters of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter Letters of Credit, except that the Company Obligors shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the CompanyObligors, to the extent of any direct, as opposed to consequential, damages suffered by the Company Obligors which the Company proves Obligors prove were caused by (i) the Fronting Bank’s 's willful misconduct or gross negligence in determining whether documents presented under the Letter Letters of Credit are genuine or comply with the terms of the Letter Letters of Credit or (ii) the Fronting Bank’s 's willful or grossly negligent failure, as determined by a court of competent jurisdiction, to make lawful payment under the Letter Letters of Credit after the presentation to it by the Trustee or the Paying Agent under the Indenture of a certificate strictly complying with the terms and conditions of the Letter Letters of Credit. In furtherance and not in limitation of the foregoing, the Fronting Bank may accept original or facsimile (including telecopy) certificates presented under the Letter Letters of Credit that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.