Common use of Liability of the Bank Clause in Contracts

Liability of the Bank. (a) The liability of the Bank (or any other Indemnified Person) under, in connection with and/or arising out of this Agreement, any 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 the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank 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 Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages.

Liability of the Bank. (a) The liability Between the Borrower and the Bank, the Borrower assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to its use of the form Letter of Credit or legal grounds 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 action Letter of Credit or proceedingits proceeds or for any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity, shall 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 limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) good faith payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed 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 have failed to act with due diligence or reasonable care the contrary unless actually received by the Bank; provided, that if the Bank’s conduct is in accordance with Standard Letter Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to be presented to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything are not to the contrary hereinbe honored, the Bank agrees that it will not honor such documents and the other Indemnified Persons Borrower shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether indemnify and hold the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which harmless from such damages or losses may be claimed. The Applicant shall take action failure to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damageshonor.

Liability of the Bank. (a) The liability Between the Borrower and the Bank, the Borrower assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or 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 any pre-advice), regardless of the form proceeds thereof, or legal grounds for any acts or omissions of the action Trustee and any transferee in connection therewith; (b) the validity, sufficiency or proceedinggenuineness of documents, shall 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 limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed 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 have failed to act with due diligence or reasonable care the contrary unless actually received by the Bank; provided, that if the Bank’s conduct is in accordance with Standard Letter Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to be presented to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything are not to the contrary hereinbe honored, the Bank agrees that it will not honor such documents and the other Indemnified Persons Borrower shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether indemnify and hold the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which harmless from such damages or losses may be claimed. The Applicant shall take action failure to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damageshonor.

Liability of the Bank. (a) The liability Borrower assumes all risks of the Bank (--------------------- acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (with respect to its use of the Letter of Credit; provided, however, this assumption with respect to the Bank is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the Trustee or any pre-advice)transferee at law or under any other agreement. Neither the Bank nor any of its officers, regardless employees, agents or directors shall be liable or responsible for: (a) the use which may be made of the form Letter of Credit or legal grounds for any acts or omissions of the action Trustee and any transferee of the Letter of Credit in connection therewith; (b) the validity, sufficiency or proceedinggenuineness of documents, shall or of any endorsement(s) thereon, even if such documents should in fact prove to be limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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; provided, however, anything in the preceding clauses (a) (b), (c) and (d) to the contrary notwithstanding, 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 or (ii) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after the presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed in order, without responsibility for further investigation, regardless of any notice or information to have failed to act with due diligence or reasonable care the contrary; provided, however, that if the Bank’s conduct is in accordance with Standard Bank shall receive -------- ------- written notification at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, Attention: Letter of Credit Practice or in accordance Department (with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant copy to the Bank at 000 X Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attn: Commercial Markets Group) from both the Trustee and the Borrower that sufficiently identified (in respect the reasonable opinion of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything Bank) documents to be presented to the contrary hereinBank are not to be honored, the Bank agrees that, upon being indemnified to its satisfaction by the Trustee and the other Indemnified Persons shall notBorrower, 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 been advised of the possibility thereof or of the form of action in which it will not honor such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagesdocuments thereafter.

Liability of the Bank. (a) The liability Applicant assumes all risks of the Bank (acts or omissions of the Trustee, or any other Indemnified Person) underagent of the Trustee, in connection with and/or arising out and any transferee beneficiary of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to its use of the form Letter of Credit. Neither the Bank nor any of its officers or legal grounds directors shall be liable or responsible for: (i) the use which may be made of the action Letter of Credit or proceedingfor any acts or omissions of the Trustee and any transferee beneficiary in connection therewith; (ii) the validity or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged; or (iii) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that the Applicant shall have a claim against the Bank, and the Bank shall be limited liable to the Applicant, to the extent of any direct compensatory, as opposed to consequential, damages suffered by the Applicant that are which the Applicant proves were caused directly by the Bank’s gross negligence 's failure to act in good faith or willful misconduct to observe general banking usage in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies connection with the Letter of Credit or (iii) retaining Drawing Documents failure to examine documents presented under the Letter of Credit. In no event shall Credit with care to determine whether they comply with the Bank be deemed to have failed to act with due diligence or reasonable care if terms of the Bank’s conduct is in accordance with Standard Letter of Credit Practice (it being understood that the Bank assumes no liability or in accordance with this Agreementresponsibility for the genuineness, falsification or effect of any document which appears on such examination to regular on its face). The Applicant’s aggregate remedies against the Bank is hereby expressly authorized and directed to honor any Indemnified Person demand for wrongfully honoring a presentation payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or wrongfully retaining honored Drawing Documents shall controversies between or among the Applicant, the Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in no event exceed any of the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation documents presented under the Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Bank Credit are true 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescorrect.

Liability of the Bank. (a) The liability Between the Borrower and the Bank, the Borrower assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or 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 any pre-advice), regardless of the form proceeds thereof, or legal grounds for any acts or omissions of the action Trustee and any transferee in connection therewith; (b) the validity, sufficiency or proceedinggenuineness of documents, shall 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 limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed 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 have failed to act with due diligence or reasonable care the contrary unless actually received by the Bank; provided, that if the Bank’s conduct is in accordance with Standard Letter Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything be presented to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages.the

Liability of the Bank. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) The liability the use which may be made of this Agreement or of any amounts made available by the Bank (hereunder by, or for any other Indemnified Person) underacts or failures to act of, in connection with and/or arising out of this Agreement, any Related Document the Trustee 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 the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank 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 Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the underlying transaction. Any claim by the Applicant for damages under or Remarketing Agent in connection with this Agreement, including the failure of the Trustee to 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, or of any Related Document endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged by any Person other than the Letter of Credit Bank; or (c) any other circumstances whatsoever in making or failing to make payment under this Agreement; provided, however, that the Issuer shall have a claim against the Bank and the Bank shall be reduced by an amount equal liable to the sum of Issuer for any and all claims, damages, losses, liabilities and reasonable costs or expenses (including reasonable attorney’s fees and expenses) suffered by the Issuer if and to the extent that the 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 amount saved by Bank’s purchase or failure to purchase Tendered Bonds in accordance with the Applicant terms and conditions of this Agreement as a result of the breach Bank's negligence or alleged wrongful conduct willful misconduct, and (ii) the amount Bank's purchase or failure to purchase is not caused by the failure of the loss Remarketing Agent or the Trustee to give notice to the Bank of the tender of Bonds for purchase in the time and manner provided in Section 2.02(a) hereof; provided, further, that would have been avoided had the Applicant mitigated Bank shall in no event be liable to the Issuer for punitive or consequential damages, and the Issuer hereby waives its right to receive any such damages.

Liability of the Bank. As between the Company and the --------------------- Bank, the Company 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. Neither the Bank nor any of its employees, officers or directors shall be liable or responsible for: (a) The liability the use which may be made of the Letter of Credit, or for any acts or omissions of the Trustee (including without limitation acts or omissions of the Bank when it is acting in its capacity as Trustee), and any transferee in connection therewith; (b) payment by the Bank against presentation of documents which do not comply in any immaterial respect 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 (c) any other Indemnified Personcircumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company shall have a claim against the Bank, and the Bank shall be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company which were caused by (i) under, the Bank's willful misconduct or gross negligence in connection determining whether documents presented under the Letter of Credit comply with and/or arising out the terms of this Agreement, any Related Document or the Letter of Credit (it being understood that any such noncompliance in any immaterial respect shall not be deemed willful misconduct or any pre-advice), regardless gross negligence of the form Bank) 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 the Letter of Credit, (ii) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after presentation to it by the Trustee (or (iii) retaining Drawing Documents presented under any successor Trustee 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 no event shall furtherance and not in limitation of the Bank 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 Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary hereinforegoing, the Bank and may accept documents that appear on their face to be in order, without responsibility for further investigation, in 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 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 absence of any damages claimed against the Bank actual notice or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal information to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescontrary.

Liability of the Bank. (a) The liability Company assumes all risks of the Bank (acts or omissions of the Trustee, the Remarketing Agent, the Paying Agent or any other Indemnified Person) underagent of the Trustee, in connection with and/or arising out the Remarketing Agent or the Paying Agent and any transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to their use of the form Letter of Credit. Neither the Bank nor any of its officers or legal grounds directors shall be liable or responsible for (a) the use of the action Letter of Credit or proceedingfor any acts or omissions of the Trustee and any transferee in connection therewith, shall (b) the validity or genuineness of documents, or of any endorsement thereon, even if such documents should in fact prove to be limited to in any direct damages suffered or all respects invalid, fraudulent or forged, (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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 (iid) any other circumstances whatsoever in making or failing to honor make payment under the Letter of Credit; provided, however, that the Company shall have a presentation that strictly complies claim against the Bank, and the 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 Bank's willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (iiiii) retaining Drawing Documents the Bank's wrongful failure to make lawful payment under the Letter of Credit after the presentation to the Bank by the Trustee or a successor trustee under the Indenture of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit (it being understood that in making such payment the Bank's exclusive reliance on the documents presented to the Bank in accordance with the terms of the Letter of Credit as to any and all matters set forth therein, whether or not any statement or any document presented pursuant to the Letter of Credit proves to forged, fraudulent, invalid or insufficient in any respect or any statement whatsoever, shall not be deemed willful misconduct or gross negligence of the Bank). The Bank is hereby expressly authorized and directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between the Issuer, the Company, the Remarketing Agent, the Trustee, the Paying Agent, 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 the Letter of Credit. In no event shall the Bank 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 are true and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescorrect.

Liability of the Bank. (a) The liability With respect to the Bank, the Borrower assumes any and all risks with respect to the acts or omissions of each of the Bank (or Trustee, the Paying Agent, the Remarketing Agent and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (and any other Person in connection with its or any pre-advice), regardless their use 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 the Letter of CreditCredit or of any amounts made available by the Bank thereunder. Neither the Bank, its Affiliates or any Participant, nor any of their respective officers, directors, employees or agents shall be liable or responsible for any of the following: (iia) failing to honor a presentation the use that strictly complies may be made of the Letter of Credit or any amounts made available by the Bank thereunder or for any acts or omissions of the Trustee, the Paying Agent, the Borrower, the Remarketing Agent or any other Person in connection with the Letter of Credit or the use of its proceeds; (iiib) retaining Drawing Documents any of the acts, omissions, agreements, circumstances or conditions covered by the indemnification provided in Section 8.04 hereof, (c) any act or omission of the Bank; (d) the validity, sufficiency or genuineness of documents, 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; (e) payment by the 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 (f) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that, 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, actual damages, but expressly not for any lost profits or any consequential, special, indirect or punitive damages (the right to recover or receive lost profits, consequential, special, indirect or punitive damages being hereby waived), suffered by the Borrower and not required to be mitigated by the Borrower, which direct, actual damages are determined by a final and nonappealable judgment of a court of competent jurisdiction to have been directly caused by (i) the Bank’s fraud, willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit. In no event shall Credit comply with the Bank be deemed to have failed to act with due diligence terms thereof or reasonable care if (ii) 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 Indemnified Person for wrongfully honoring a presentation willful failure to pay under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed after the aggregate amount paid presentation to it by the Applicant Trustee or Paying Agent (or a successor trustee or Paying Agent under the Indenture in accordance with its terms) of a draft and certificate strictly complying with the terms and conditions thereof; provided, however, that the maximum amount of damages recoverable by the Borrower as provided above is expressly limited to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 stated amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 as of the date of issuance thereof. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be reduced by an amount equal in order, without responsibility for further investigation, regardless of any notice or information to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescontrary.

Liability of the Bank. (a) The liability Company assumes all risks of the Bank (acts or omissions of the Trustee, the Remarketing Agent, the Paying Agent or any other Indemnified Person) underagent of the Trustee, in connection with and/or arising out the Remarketing Agent or the Paying Agent and any transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to their use of the form Letter of Credit. Neither the Bank nor any of its officers or legal grounds directors shall be liable or responsible for (a) the use of the action Letter of Credit or proceedingfor any acts or omissions of the Trustee and any transferee in connection therewith, shall (b) the validity or genuineness of documents, or of any endorsement thereon, even if such documents should in fact prove to be limited to in any direct damages suffered or all respects invalid, fraudulent or forged, (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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 (iid) any other circumstances whatsoever in making or failing to honor make payment under the Letter of Credit; provided, however, that the Company shall have a presentation that strictly complies claim against the Bank, and the 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 Bank's willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (iiiii) retaining Drawing Documents the Bank's willful or grossly negligent failure to make lawful payment under the Letter of Credit after the presentation to the Bank by the Trustee or a successor trustee under the Indenture of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit (it being understood that in making such payment the Bank's exclusive reliance on the documents presented to the Bank in accordance with the terms of the Letter of Credit as to any and all matters set forth therein, whether or not any statement or any document presented pursuant to the Letter of Credit proves to forged, fraudulent, invalid or insufficient in any respect or any statement whatsoever, shall not be deemed willful misconduct or gross negligence of the Bank). The Bank is hereby expressly authorized and directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between the Issuer, the Company, the Remarketing Agent, the Trustee, the Paying Agent, 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 the Letter of Credit. In no event shall the Bank 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 are true and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescorrect.

Liability of the Bank. (a) The liability Between the Borrower and the Bank, --------------------- the Borrower assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or 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 any pre-advice), regardless of the form proceeds thereof, or legal grounds for any acts or omissions of the action Trustee and any transferee in connection therewith; (b) the validity, sufficiency or proceedinggenuineness of documents, shall 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 limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially 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) failing the Bank's willful failure to honor a presentation that strictly complies with pay under the Letter of Credit after presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed 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 have failed to act with due diligence or reasonable care the contrary unless actually received by the Bank; provided, that if the Bank’s conduct is in accordance with Standard Bank shall receive written notification from both the Trustee and the Borrower that documents conforming to the terms of the Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against 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. In the event any Indemnified Person for wrongfully honoring a claim, demand, action or suit, loss, or liability is asserted against Bank arising in any manner from the issuance, presentation or acceptance of drafts under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect interpretation of an honored presentation or actions under the Letter of Credit, plus interest. Notwithstanding anything the Borrower agrees to the contrary hereinindemnify, the Bank hold harmless and the other Indemnified Persons shall notdefend Bank, under its agents, officers and directors from any circumstances whatsoever, be liable for any punitive, consequential, indirect loss or special damages or losses regardless of whether the Bank or any Indemnified Person shall have 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 Bank or any Indemnified Persondamage, including by enforcing its rights without limitation, reasonable attorneys' fees and costs, except for Bank's obligations stated in the 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 reduced and for loss or liability incurred by an amount equal to the sum Bank's willful misconduct or gross negligence as referenced above. The agreements in this paragraph will survive any payment under or termination of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagesthis Reimbursement Agreement.

Liability of the Bank. (a) The liability Company shall hold the Bank harmless from the acts or omissions of the Bank (or Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to its use of the form Letter of Credit; provided that this assumption with respect to the Bank is not intended to and shall not preclude the Company from pursuing such rights and remedies as it may have against the Trustee under any other agreements. Neither the Bank nor any of its employees, officers or legal grounds of the action or proceeding, directors shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence liable or willful misconduct in responsible for: (i) honoring a the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee and any transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respect invalid, insufficient, fraudulent or forged; (iii) payment by the Bank against presentation that does of documents which do not at least substantially comply with the terms of the Letter of Credit, including but not limited to failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (iiiv) any other circumstances, whatsoever in making or failing to honor make payment under the Letter of Credit, except only that the Company shall have a presentation that strictly complies claim against the Bank, and the Bank shall be, liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company which the Company proves were caused by (A) the Bank misconduct or negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (iiiB) retaining Drawing Documents presented the Bank's willful or negligent failure to pay under the Letter of Credit after the 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 no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed in order without responsibility for further investigation, regardless of any notice or information to have failed to act with due diligence or reasonable care the contrary; provided that, if the Bank shall receive written notification from the Trustee that sufficiently identifies (in the opinion of 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 Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant ) documents to be presented to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything which are not to the contrary hereinbe honored, 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 been advised of the possibility thereof or of the form of action in which agrees that it will not honor such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagesdocuments.

Liability of the Bank. (a) The liability As to the Bank, the Authority assumes all risks of the Bank (acts or any other Indemnified Person) under, in connection omissions of the Trustee and the Issuing and Paying Agent with and/or arising out respect to their use of this Agreement, any Related Document or the Letter of Credit (and the proceeds thereof; provided, however, that this assumption is not intended to, and shall not, preclude the Authority from pursuing such rights and remedies as it may have against the Trustee or the Issuing and Paying Agent at law or under any other agreement. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for: the use made of the Letter of Credit or any pre-advice), regardless proceeds of the form Letter of Credit or legal grounds for any acts or omissions of the action Trustee or proceedingthe Issuing and Paying Agent; the validity, shall sufficiency or genuineness of any documents, or endorsements, even if such documents should in fact prove to be limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially comply with the terms of the Letter of Credit, (ii) failing including failure of any documents to honor a presentation that strictly complies with bear adequate reference to the Letter of Credit Credit; or (iii) retaining Drawing Documents presented any other circumstances in making or failing to make payment under the Letter of Credit; provided, however, that the Authority shall have a claim against the Bank, and the Bank shall be liable to the Authority for direct, but not consequential, damages suffered by the Authority which were caused solely by the willful misconduct or gross negligence of the Bank in connection with drawings under the Letter of Credit. In no event shall By way of amplification, the Bank may accept documents that appear on their face to be deemed in order, without responsibility for further investigation, regardless of any notice or information to have failed the contrary. Subject to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard foregoing, the determination of whether a Drawing has been presented under the Letter of Credit Practice prior to the Termination Date or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring whether a presentation Drawing under the Letter of Credit or wrongfully retaining honored Drawing Documents any accompanying document or instrument is in proper and sufficient form shall in no event exceed the aggregate amount paid be made by the Applicant to the Bank in respect of an honored presentation its sole discretion, which determination shall be conclusive and binding upon the Authority. The Authority hereby waives any right to object to any payment made under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Credit against the Bank or any Indemnified Person, including by enforcing its rights a Drawing with accompanying documents in the underlying transaction. Any claim by the Applicant forms provided for damages under or in connection with this Agreement, any Related Document or the Letter of Credit shall be reduced by an amount equal to the sum but varying in punctuation, capitalization, spelling or similar matters of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagesform.

Liability of the Bank. The Authority and the Tender Agent agree that the Bank shall have no liability or responsibility for the acts or omissions of the Remarketing Agent, the Authority or the Tender Agent in respect of the use of this Agreement or any amounts made available by the 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, the Authority or the Remarketing Agent which results in the failure of the Tender Agent to effect the purchase of Tendered Bonds for the account of the Bank with funds provided by the Bank pursuant to Section 2.02 hereof or to comply with the applicable provisions of the Supplemental Resolution or any Related Document to which the Tender Agent is a party. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) The liability the use which may be made of this Agreement or any amounts made available by the Bank hereunder or for any acts or omissions of the Bank Tender Agent or the Remarketing Agent or their agents in connection therewith; (b) the validity, sufficiency or genuineness of documents, 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; or (c) any other Indemnified Person) under, circumstances whatsoever in connection with and/or arising out of making or failing to make payment under this Agreement, any Related Document or except only that the Letter of Credit (or any pre-advice), regardless of Authority shall have a claim against the form or legal grounds of Bank and the action or proceeding, Bank shall be limited liable to the Authority to the extent of any direct direct, as distinguished from consequential, damages suffered by the Applicant Authority when the Authority proves in a final, non-appealable judgment that are such direct damages were caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank 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 Indemnified Person for wrongfully honoring a presentation willful failure to purchase Tendered Bonds when required under the Letter terms and conditions of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid this Agreement after presentation to it by the Applicant to Tender Agent of a notice strictly complying with the Bank terms and conditions hereof or were caused by the gross negligence of the Bank. In furtherance and not in respect limitation of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary hereinforegoing, the Bank and the other Indemnified Persons shall notmay accept documents that appear on their face to be in order, under any circumstances whatsoeverwithout responsibility for further investigation, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank any notice or any Indemnified Person shall have 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal information to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescontrary.

Liability of the Bank. (a) The liability Without waiving, for purposes of this Section, any legal right against parties other than the Bank, the Borrower assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to its use of the form Letter of Credit. Neither the Bank nor any of its officers, directors, employees or legal grounds of the action or proceeding, agents shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence liable or willful misconduct in responsible for: (i) honoring a the use which may be made of the Letter of Credit or by or for any acts or omissions of the Trustee or any transferee in connection therewith; (ii) the validity, sufficiency or genuineness of drafts, certificates or documents, or of any endorsement(s) thereon, even if such drafts, certificates or documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Bank against presentation that does of drafts or certificates which do not at least substantially comply with the terms of the Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that 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 (iii) failing to honor a presentation that strictly complies the Bank's willful misconduct or gross negligence in determining whether drafts, certificates or documents presented under the Letter of Credit complied with the terms of the Letter of Credit or (iiiii) retaining Drawing Documents the Bank's wrongful and willful failure to pay under the Letter of Credit after the 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 drafts, certificates or documents strictly complying with the terms and conditions of the Letter of Credit (it being understood that in making such payment the Bank's exclusive reliance on the documents presented to the Bank in accordance with the terms of the Letter of Credit as to any and all matters set forth therein, whether or not any statement or any document presented pursuant to the Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, shall not be deemed willful misconduct or gross negligence of the Bank). The Bank is hereby expressly authorized and directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between the Issuer, the Borrower, the Trustee 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 the Letter of Credit. In no event shall the Bank 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 are true and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescorrect.

Liability of the Bank. (a) The Commission assumes all risks of the acts or omissions of the Tender Agent, the Paying Agent and the Remarketing Agent and any agent of the Tender Agent, the Paying Agent and the Remarketing Agent and their agents with respect to this Agreement and the use of any amounts made available by the 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 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 to comply with the applicable provisions of the Resolutions. Neither the Bank nor any of its employees, officers, directors or agents shall be liable or responsible for: (a) the use which may be made of this Agreement or for any acts or omissions of the Commission, the Tender Agent, the Paying Agent and/or the Remarketing Agent in connection therewith; (b) the validity or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms hereof, including failure of any documents to bear any reference or adequate reference to this Agreement; or (d) any other Indemnified Person) undercircumstances whatsoever in making or failing to make payment hereunder; provided, in connection with and/or arising out of this Agreementhowever, any Related Document or that the Letter of Credit (or any pre-advice), regardless of Commission shall have a claim against the form or legal grounds of Bank and the action or proceeding, Bank shall be limited liable to the Commission, to the extent, but only to the extent, of any direct direct, as opposed to consequential, damages suffered by the Applicant that are Commission which the Commission proves were caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is willful or negligent failure to make lawful payment hereunder in accordance with Standard Letter the terms hereof, unless such failure to pay resulted from circumstances beyond the Bank’s control. In furtherance and not in limitation of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the foregoing, the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to may accept documents that the Bank in respect of an honored presentation under the Letter of Creditgood faith determines appear on their face to be in order, plus interest. Notwithstanding anything to the contrary herein, the Bank and the other Indemnified Persons shall not, under any circumstances whatsoever, be liable without responsibility for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank or any Indemnified Person shall have 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagesfurther investigation.

Liability of the Bank. (a) The liability Company assumes all risks of the Bank (acts or omissions of the Trustee and any other Indemnified Person) under, in connection with and/or arising out transferee of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless with respect to its use of the form Letter of Credit or legal grounds proceeds of any draw thereunder. 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 action Letter of Credit or proceedingits proceeds or for any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity, shall sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained in drafts or certificates relating to such Letter of Credit or of any endorsement(s) thereon, even if such documents should in fact prove to be limited to in any direct damages suffered or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a Bank against presentation that does of documents which do not at least substantially strictly comply with the terms of the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except the Company shall have a claim against the Bank, and the Bank shall be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company which were caused by (i) the Bank's willful misconduct or gross negligence in honoring a draft under the Letter of Credit, or (ii) failing the Bank's wrongful failure to honor a presentation that strictly complies with pay under the Letter of Credit after the presentation to it by the Trustee (or (iiia successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) retaining Drawing Documents presented under of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In no event shall furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be deemed 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 have failed to act with due diligence or reasonable care the contrary; provided, that if the Bank’s conduct is in accordance with Standard International Division, Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against Section of the Bank shall receive written notification from the Trustee and any Indemnified Person for wrongfully honoring a presentation under the Company that documents conforming to the terms of the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to be presented to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything are not to the contrary hereinbe honored, the Bank agrees that it will not honor such documents and the other Indemnified Persons Company shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether hold the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which harmless from such damages or losses may be claimed. The Applicant shall take action failure to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damageshonor.

Liability of the Bank. The Company assumes all risks of the acts or omissions of any transferee of any Letter of Credit with respect to its use of such Letter of Credit. No Indemnified Party shall be liable or responsible for: (a) The liability the use which may be made of any Letter of Credit or for any acts or omissions of any transferee in connection therewith; (b) the validity or genuineness of documents tendered to or relied upon by the Bank, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (or d) any other Indemnified Personcircumstances whatsoever in making or failing to make payment under any Letter of Credit; provided, however, that the Company has a claim against the Bank, and the 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) underthe Bank’s bad faith, willful misconduct or gross negligence in connection determining whether documents presented under any Letter of Credit comply with and/or arising out the terms of this Agreement, any Related Document or the 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 pre-advice)document presented pursuant to such Letter of Credit proves to be forged, regardless 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 form Bank) 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 the Letter of Credit, (ii) failing the Bank’s failure to honor a presentation that strictly complies with the make lawful payment under any Letter of Credit or (iii) retaining Drawing Documents presented under after the presentation to the Bank by the Company of a certificate strictly complying with the terms and conditions of such Letter of Credit. In no event shall the The Bank be deemed is hereby expressly authorized and directed to have failed to act with due diligence or reasonable care if the Bank’s conduct honor any demand for payment which is in accordance with Standard made under any Letter of Credit Practice without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies among the Issuer, the Company or any other person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in accordance with this Agreement. The Applicant’s aggregate remedies against any of the Bank and any Indemnified Person for wrongfully honoring a presentation documents presented under the such Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Bank are true 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 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescorrect.

Liability of the Bank. (a) The liability Authority assumes all risks of the acts or omissions of the Issuing and Paying Agent and the Dealer with respect to the proceeds of any Drawing or Advance. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Drawing, Advance or Term Loan or of any acts or omissions of the Issuing and Paying Agent, the Dealer or any transferee in connection therewith, (ii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon (other than the validity as against the Bank of any agreement to which it is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (iii) the lack of validity or enforceability of the Notes, the Resolution, the Issuing and Paying Agency Agreement, the other Transaction Documents or any other Indemnified Personagreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), or (iv) under, any other circumstances whatsoever in connection with and/or arising out of making or failing to make payment under this Agreement; provided, that the Authority shall have a claim against the Bank, and the Bank shall be liable to the Authority, to the extent of any Related Document direct, as opposed to consequential, damages suffered by the Authority which the Authority proves were caused by the Bank’s willful misconduct or negligence in determining whether documents presented under the Standby Letter of Credit complied with the terms of the Standby 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 it being understood 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 the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if making such payment 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 's exclusive reliance on the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant documents presented to the Bank in respect accordance with the terms of an honored presentation under the Standby Letter of CreditCredit as to any and all matters set forth therein, plus interest. Notwithstanding anything whether or not any statement or any document presented pursuant to the contrary hereinStandby Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, shall not be deemed willful misconduct or gross negligence of the Bank). In furtherance and not in limitation of the foregoing, the Bank and the other Indemnified Persons shall notmay accept documents that appear on their face to be in order, under any circumstances whatsoeverwithout responsibility for further investigation, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank any notice or any Indemnified Person shall have 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 Bank or any Indemnified Person, including by enforcing its rights in the 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 reduced by an amount equal information (other than actual knowledge to the sum of (icontrary) to the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damagescontrary.