Common use of Liability of the Bank Clause in Contracts

Liability of the Bank. As between the Company and the Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bank.

Liability of the Bank. As For the exclusive benefit of the Bank and as between the Company Bank and the BankCompany only, the Company assumes all risks of, but shall not be liable or responsible to the Bank or any other person or entity for damages arising out of, the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to the Trustee’s or such transferee’s use of the Letter of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (i) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee and omissions ofany such transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or misuse 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; (iii) payment by the Bank under the Letter of Credit against presentment of documents which do not strictly comply with the terms of the Letters Letter of Credit byCredit, including but not limited to, failure of any documents to bear any reference or adequate reference to the respective beneficiaries of the Letters Letter of Credit; provided however or (iv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company may shall have a claim against the Bank Bank, and the Bank may shall be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by (A) the Bank’s willful misconduct or gross negligence in determining whether documents presented under a the Letter of Credit comply with the terms of such the Letter of Credit or (B) the Bank’s willful or negligent failure to pay under the Letter of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between the Company and the Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against Neither the Bank and the Bank may nor any of its respective officers, directors, employees or agents shall be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: for (i) the formuse which may be made of the proceeds of any Revolving Loans, (ii) the validity, sufficiencysufficiency or genuineness of documents, accuracy, genuineness or legal effect of any document submitted by endorsement(s) thereon (other than the validity as against the Bank of any party in connection with agreement to which the application for an issuance of Bank is a Letter of Creditparty), even if it such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iiiii) the lack of validity or enforceability of this Agreement, any MTA RAN, any other Related Document or any other agreement or instrument relating thereto (other than the validity or sufficiency enforceability as against the Bank of any instrument transferring or assigning or purporting agreement to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Creditis a party), (iv) payment by the Bank against presentation of documents that do not comply strictly with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement, the Commitment, the Revolving Loans or any MTA RAN, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any Requests for Revolving Loans, (vvi) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond the control of the Bank, including any acts of governmental entities, or (viii) any other circumstances whatsoever in making or failing to make payment under the Commitment, this Agreement or pursuant to a Request for Revolving Loan; provided, that the Authority shall have claims against the Bank, and the Bank shall be liable to the Authority to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Authority which the Authority proves were caused by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge) to the contrary.

Liability of the Bank. As between Neither the Company and Bank nor any of its officers, directors, employees or agents shall be liable or responsible to the Bank, Obligor for (A) the Company assumes all risks use which may be made of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms or any acts or omissions of such Letter of Credit. In furtherance and not any Beneficiary in limitation of the foregoing, the Bank shall not be responsible for: connection therewith; (iB) the form, validity, sufficiency, accuracy, sufficiency or genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Creditdocuments, even if it such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (C) payments by the Bank against presentation of documents which do not comply strictly with the terms and conditions 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 only that the Obligor shall have a claim against the Bank, and the Bank shall be liable to the Obligor to the extent, but only to the extent, of any direct and actual (as opposed to indirect, consequential, special or punitive) damages suffered by the Obligor which the Obligor proves were caused by (i) the Bank’s willful misconduct or gross negligence in honoring documents presented under the Letter of Credit which do not at least substantially comply with the terms of such Letter of Credit (but only if there shall have been a wrongful payment as a result thereof, or (ii) the validity or sufficiency of any instrument transferring or assigning or purporting Bank’s wrongful and willful failure to transfer or assign a pay under the Letter of Credit or after the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove presentation to be invalid or ineffective for any reason, (iii) it by the failure Beneficiary of the beneficiary of a Letter of Credit to comply fully and a demand and certificate strictly complying with the terms and conditions required to be satisfied by any Person other than of the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control . None of the Bank’s rights or obligations hereunder or under any other Related Documents shall be affected by any acts or omissions of any Beneficiary.

Liability of the Bank. As For the exclusive benefit of the Bank and as between the Company Bank and the BankBorrowers only, the Company assumes Borrowers assume all risks of, but shall not be liable or responsible to the Bank or any other person or entity for damages arising out of, the acts or omissions of the acts Trustee and omissions of, or misuse any transferee of the Letters of Credit by, with respect to the respective beneficiaries Trustee's or such transferee's use of the Letters of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (i) the use which may be made of the Letters of Credit or for any acts or omissions of the Trustee and any such transferee in connection therewith; provided however (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 respects invalid, insufficient, fraudulent or forged; (iii) payment by the Bank under the Letters of Credit against presentment of documents which do not strictly comply with the terms of the Letters of Credit, including but not limited to, failure of any documents to bear any reference or adequate reference to the Letters of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under the Letters of Credit, except only that the Company may Borrowers shall have a claim against the Bank Bank, and the Bank may shall be liable to the CompanyBorrowers, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company Borrowers which the Company proves were caused by (A) the Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter the Letters of Credit comply with the terms of such Letter the Letters of Credit or (B) the Bank's willful or negligent failure to pay under the Letters of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letters of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between the Company and the Bank, the Company The Borrower assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. 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 for any acts or omissions ofof the Trustee and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or misuse of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, except to the Letters extent any invalidity relates to the execution of Credit bya document by the Bank; (c) payment by the Bank against presentation of documents which do not comply with the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the respective beneficiaries of the Letters Letter of Credit; provided however or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company may Borrower shall have a claim against the Bank Bank, and the Bank may shall be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct (direct, as opposed to consequential or exemplary) consequential, damages suffered by the Company Borrower which the Company Borrower proves were to have been caused by (i) the Bank's willful misconduct or gross negligence in determining whether documents presented under a the Letter of Credit comply with the terms of such the Letter of Credit or (ii) the Bank's 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 a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between the Company and the Bank, the The Company assumes all risks of the acts or omissions of the Beneficiary and any transferee of any Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or any acts or omissions ofof the Beneficiary or any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or misuse 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 Letters Bank against presentation of Credit bydocuments 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 the respective beneficiaries Letter of the Letters Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit; provided however that the Company may shall have a claim against the Bank Bank, and the Bank may shall be liable to the Company, to the extent, but only to the extent, extent of any direct (direct, as opposed to consequential or exemplary) 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 a the Letter of Credit comply with the terms of such the Letter of Credit, or (ii) the Bank's negligence in failing to make or willful failure to make lawful payment under the Letter of Credit after the presentation to it by the Beneficiary 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 Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between the Company and the Bank, the The Company assumes all risks of the acts and or omissions of, or misuse of the Letters Trustee and any transferee of the Letter of Credit by, the respective beneficiaries with respect to its use of the Letters Letter of Credit; provided however that provided, however, 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 a claim against the Bank and Trustee at law or under any other agreement. Neither the Bank may nor any of its officers or directors shall be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (ia) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee and any transferee of the Letter of Credit in connection therewith; (b) the form, validity, sufficiency, accuracy, accuracy genuineness or legal effect of documents, or of any document submitted by any party in connection with the application for an issuance of a Letter of Creditendorsements thereon, even if it such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iic) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiid) the failure of the beneficiary of a Letter of Credit Trustee to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such the Letter of Credit, ; (ive) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (vf) errors in the interpretation of technical terms, ; (vig) any loss or delay in the misapplication by the beneficiary of a Letter of Credit of the proceeds transmission or otherwise of any drawing document or draft required in order to make a draw under such the Letter of Credit or of proceeds thereof; (viih) any consequences arising from causes beyond the control of the Bank; (i) 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 (j) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, anything in the preceding clauses to the contrary notwithstanding, the Company shall have a claim against the Bank 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 directly caused by 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 after the presentation to it by the Trustee (or a successor beneficiary to whom the Letter of Credit has been transferred in accordance with its terms and the terms of this Agreement) of a sight draft and certificate and any other documents or instruments expressly required by the Letter of Credit strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any, notice or information to the contrary. Subject to the foregoing, the determination of whether a draft has been presented under the Letter of Credit prior to the Expiration Date or whether a draft drawn under the Letter of Credit or any accompanying document or instrument is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon the Company. The Company hereby waives any right to object to any payment made under the Letter of Credit against a draft with accompanying documents in the forms provided for in the Letter of Credit but varying in punctuation, capitalization, spelling or similar matters of form.

Liability of the Bank. As between the Company and the Bank, the Company The Borrower assumes all risks of the --------------------- acts and or omissions of, or misuse of the Letters Trustee and any transferee of the Letter of Credit by, the respective beneficiaries with respect to its use of the Letters Letter of Credit; provided however that provided, however, this assumption with respect to the Company 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 transferee at law or under any other agreement. Neither the Bank nor any of its officers, employees, agents or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee and any transferee of the Letter of Credit 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; (c) 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 (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 Bank, and the Bank may shall be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct (direct, as opposed to consequential or exemplary) consequential, damages suffered by the Company Borrower which the Company Borrower proves were caused by (i) the Bank's willful misconduct or gross negligence in determining whether documents presented or (ii) the Bank's willful failure to pay under a the Letter of Credit comply 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 such the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a the contrary; provided, however, that if the Bank shall receive written notification at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, Attention: Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove Department (with a copy to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Creditat 000 X Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxxxx Xxxxxx) from both the Trustee and the Borrower that sufficiently identified (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control reasonable opinion of the Bank) documents to be presented to the Bank are not to be honored, the Bank agrees that, upon being indemnified to its satisfaction by the Trustee and the Borrower, it will not honor such documents thereafter.

Liability of the Bank. As For the exclusive benefit of the Bank and as between the Company Bank and the BankCredit Obligors only, the Company assumes Credit Obligors assume all risks of, but shall not be liable or responsible to the Bank or any other person or entity for damages arising out of, the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to the Trustee's or such transferee's use of the Letter of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (i) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee and omissions ofany such transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or misuse 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; (iii) payment by the Bank under the Letter of Credit against presentment of documents which do not strictly comply with the terms of the Letters Letter of Credit byCredit, including but not limited to, failure of any documents to bear any reference or adequate reference to the respective beneficiaries of the Letters Letter of Credit; provided however or (iv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company may Credit Obligors shall have a claim against the Bank Bank, and the Bank may shall be liable to the CompanyCredit Obligors, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company Credit Obligors which the Company proves were caused by (A) the Bank's willful misconduct or gross negligence in determining whether documents presented under a the Letter of Credit comply with the terms of such the Letter of Credit or (B) the Bank's willful or negligent failure to pay under the Letter of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between the Company and the Bank, the Company The Obligor assumes all risks of the acts or omissions of the Trustee and any beneficiary or transferee of the Letter of Credit with respect to its use of the Letter of Credit. 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 for any acts or omissions ofof the Trustee and any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or misuse of any endorsement(s) thereof, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank in good faith made against presentation of documents which do not comply fully with the terms of the Letters of Credit by, the respective beneficiaries of the Letters Letter of Credit; provided however or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company may Obligor shall have a claim against the Bank Bank, and the Bank may shall be liable to the CompanyObligor, to the extent, but only to the extent, of any direct (direct, as opposed to consequential or exemplary) consequential, damages suffered by the Company Obligor which the Company Obligor proves were caused by (i) the Bank's willful misconduct or gross negligence in determining whether documents presented or (ii) the Bank's willful or grossly negligent failure to pay under a the Letter of Credit comply after the presentation to it by the Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of such the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning information to the contrary. This paragraph shall not diminish or purporting act to transfer or assign a Letter exonerate the Trustee from the performance of Credit or its obligations and responsibilities established under the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the BankTrust Indenture.

Liability of the Bank. As between the Company and With respect to the Bank, the Company Borrower assumes any and all risks with respect to the acts or omissions of each of the acts Trustee, the Paying Agent, the Collateral Agent, the Remarketing Agent and omissions of, or misuse any transferee of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply and any other Person in connection with its or their use of the terms of such Letter of CreditCredit or of any amounts made available by the Bank thereunder. In furtherance and not in limitation 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 foregoingfollowing: (a) the use that 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 Bank shall not be responsible for: (i) Paying Agent, the formBorrower, validity, sufficiency, accuracy, genuineness the Remarketing Agent or legal effect of any document submitted by any party other Person in connection with the application for an issuance of a Letter of CreditCredit or the use of its proceeds; (b) 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 it such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, 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 comply with the terms thereof or (ii) the validity or sufficiency of any instrument transferring or assigning or purporting Bank’s willful failure to transfer or assign a pay under the Letter of Credit after the presentation to it by the Trustee or Paying Agent (or a successor trustee or Paying Agent under the rights or benefits thereunder or proceeds Indenture in accordance with its terms) of a draft and certificate strictly complying with the terms and conditions thereof; provided, in whole or in parthowever, which may prove that the maximum amount of damages recoverable by the Borrower as provided above is expressly limited to be invalid or ineffective for any reason, (iii) the failure stated amount of the beneficiary of a Letter of Credit to comply fully with conditions required 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 satisfied by any Person other than the Bank in order to draw upon such Letter of Creditorder, (iv) errorswithout responsibility for further investigation, omissions, interruptions or delays in transmission or delivery regardless of any messages, by mail, cable, notice or otherwise, (v) errors in information to the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankcontrary.

Liability of the Bank. As between Between the Company and the Bank, the --------------------- Company assumes all risks of the acts or omissions of the Trustee and omissions ofany transferee of the Letter of Credit with respect to its use of the Letter of Credit or its proceeds. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any of the proceeds thereof, or misuse for any acts or omissions of the Letters Trustee and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of Credit bydocuments, the respective beneficiaries inaccuracy of any of the Letters statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit; provided however that or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except the Company may shall have a claim against the Bank Bank, and the Bank may shall be liable to the Company, to the extent, but only to the extent, extent of any direct (direct, as opposed to consequential or exemplary) 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 honoring a draft under a the Letter of Credit, or (ii) the Bank's willful failure to pay under the Letter of Credit comply after presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of such the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficient, inaccurate, fraudulent or forged, (ii) and may assume the validity or sufficiency genuineness and rightfulness of any instrument transferring signature thereon, without responsibility for further investigation, regardless of any notice or assigning or purporting information to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereofcontrary unless actually received by the Bank; provided, in whole or in part, which may prove that if the Bank shall receive written notification from both the Trustee and the Company that documents conforming to be invalid or ineffective for any reason, (iii) the failure terms of the beneficiary of a Letter of Credit to comply fully with conditions required be presented to the Bank are not to be satisfied by any Person other than honored, the Bank in order agrees that it will not honor such documents and the Company shall indemnify and hold the Bank harmless from such failure to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bankhonor.

Liability of the Bank. As between the Company and the Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control of the Bank. - 17 - Section 8.7.

Liability of the Bank. As between Neither the Company and Bank nor any of its directors, officers, employees or agents shall be liable or responsible for (a) the Bank, the Company assumes all risks use that may be made of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation or for any acts or omissions of the foregoingTrustee and any transferee in connection therewith, the Bank shall not be responsible for: (ib) the form, validity, sufficiency, accuracy, sufficiency or genuineness or legal effect of any document submitted by any party in connection with documents other than the application for an issuance of a Letter of Credit, or of any endorsement(s) thereon, even if it such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iic) payment by the validity or sufficiency Bank against presentation of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or documents that do not comply with the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the failure terms of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery including failure of any messages, by mail, cabledocuments to bear any reference or adequate reference to the Letter of Credit, or otherwise(d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, (v) errors in except only that the interpretation Account Party shall have a claim against the Bank, and the Bank shall be liable to the Account Party, to the extent, but only to the extent, of technical termsany direct, (vi) the misapplication as opposed to consequential, damages suffered by the beneficiary of a Account Party that the Account Party proves were caused by the Bank's willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the proceeds of any drawing under such Letter of Credit and there shall have been a wrongful payment as a result thereof or the Bank's wrongful and willful failure to pay under the Letter of Credit after the presentation to it by the Trustee (viior a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) any consequences arising from causes beyond control of a certificate strictly complying with the terms and conditions of the BankLetter of Credit. In furtherance and not in limitation of the foregoing and unless the Bank has actual knowledge to the contrary, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Bank. As between Neither the Company and Bank nor any of its officers or directors shall be liable or responsible for (a) the Bank, the Company assumes all risks use that may be made of the Letter of Credit or for any acts or omissions of the Issuing and omissions ofPaying Agent and any transfer in connection therewith; (b) the validity, sufficiency or genuineness of documents, or misuse of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents that do not comply with the terms of the Letters Letter of Credit byCredit, including failure of any documents to bear any reference or adequate reference to the respective beneficiaries of the Letters Letter of Credit; provided however or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Company may Authority shall have a claim against the Bank Bank, and the Bank may shall be liable to the CompanyAuthority, to the extent, but only to the extent, extent of any direct (as opposed to consequential or exemplary) damages suffered by the Company which Authority by (i) the Company proves were caused by the Bank’s willful misconduct or gross negligence in determining whether documents presented under a the Letter of Credit comply with the terms of such the Letter of Credit, or (ii) the Bank’s willful failure or gross negligence in failing to pay under the Letter of Credit after the presentation to it by the Issuing and Paying Agent of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of a Letter of Credit, even if it should in fact prove may accept documents that appear on their face to be in any or all respects invalidorder, insufficientwithout responsibility for further investigation, inaccurate, fraudulent or forged, (ii) the validity or sufficiency regardless of any instrument transferring notice or assigning or purporting information to transfer or assign a Letter of Credit the contrary; provided, that if the Bank shall receive written notification from the Authority or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, Issuing and Paying Agent that sufficiently identified (iii) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required to be satisfied by any Person other than the Bank in order to draw upon such Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, or otherwise, (v) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond control opinion of the Bank) documents to be presented to the Bank are not to be honored, the Bank agrees that it will not honor such documents.