Common use of Commercial Practices Clause in Contracts

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC none of Issuing Bank, Administrative Agent Agent, nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for: , and the Reimbursement Obligations of Borrower and Borrower’s obligations to repay the O&M Reserve LC Loan, Debt Service Reserve LC Loan, Hedge LC Loans and the Working Capital LC Loans pursuant to the terms of this Financing Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Financing Agreement regardless of (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (dii) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of CreditCredit so long as such documents substantially comply with the terms of such Letter of Credit and Issuing Bank has not acted with gross negligence or willful misconduct; (iii) any amendment or waiver of or any consent to departure from all or any terms of any of the Financing Documents agreed by Borrower; (iv) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, Issuing Bank, any Lender or any other Person, whether in connection with this Financing Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (v) any demand, statement, certificate, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, Issuing Bank or any Lender; (vii) any failure of the relevant Project Document under which the relevant Letter of Credit is issued or any other Operative Document to be in full force and effect, (viii) any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Financing Agreement or any of the other Financing Documents, or (eix) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only except, in each case, that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (ai) through (eix) above, above to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, extent suffered by Borrower which Borrower proves provides evidence that such acts or events were caused by (iA) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit therein or (iiB) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable Letter of Creditstated therein. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar administrative matters of formform that do not change meaning.

Commercial Practices. Borrower LC Obligor assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower LC Obligor agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower LC Obligor for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower LC Obligor which Borrower LC Obligor proves were caused by (i) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower LC Obligor hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender Bank (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s 's willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any the LC Issuing Bank, Administrative Agent nor any Lender Bank (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (d) payment by any the LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an the LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any the LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any the LC Issuing Bank’s 's willful failure to pay under any Letter of Credit after receiving a drawing by request from the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any the LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. The Borrower assumes all risks of the acts or omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such any Letter of Credit. The Borrower agrees that neither any the LC Issuing Bank, Administrative Agent nor any Lender (nor any of the Agent, the Lenders and their respective directors, officers, officers or employees) employees shall not be liable or responsible for: for (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents any document other than the Letters a Letter of Credit, or of any endorsement(s) endorsement thereon, even if such documents document or endorsement should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any the LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (ev) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an the LC Issuing Bank shall be liable to the Borrower for acts or events described in clauses (ai) through (ev) above, to the extent, but only to the extent, of any direct damages, (as opposed to indirect, special or consequential damages, consequential) damages suffered by the Borrower which the Borrower proves were caused by (iA) any the LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made draft or demand presented under the applicable any Letter of Credit strictly complies with the terms and conditions therefor stated in such Letter of Credit or (iiB) any the LC Issuing Bank’s 's willful failure to pay any draft or demand presented under any Letter of Credit after a drawing by the respective LC Beneficiary that strictly complying complies with the terms and conditions of the applicable Letter of Creditthereof. Without limiting the foregoing, any The LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The determination whether a draft or demand is properly presented under any Letter of Credit prior to its expiration or whether a draft or demand presented under any Letter of Credit is in proper and sufficient form may be made by the LC Bank in its sole discretion, and such determination shall be conclusive and binding upon the Borrower to the extent permitted by law. The Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing on presentation of any draft or demand that is in the form provided in such the Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein)punctuation, capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. The Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. The Borrower agrees that neither any the LC Issuing Bank, the Administrative Agent nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (d) payment by any the LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an the LC Issuing Bank shall be liable to the Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by the Borrower which the Borrower proves were caused by (i) any the LC Issuing Bank’s 's bad faith, willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any the LC Issuing Bank’s 's willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any the LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower The Company agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (the Bank nor any of their respective its directors, officers, employees or employees) agents shall be liable or responsible for: (a) the use which may be made of any the Letter of Credit or for any acts or omissions of the Trustee or any LC Beneficiary other beneficiary or transferee in connection therewith; (b) any reference which may be made to this Reimbursement Agreement or to any the Letter of Credit in any agreements, instruments or other documentsdocuments relating to the Bonds; (c) the validity, sufficiency or genuineness of documents other than the Letters Letter of Credit, or of any endorsement(s) endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved proves to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing the Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such the Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any the Letter of Credit, except only that an LC Issuing the Bank shall be liable to Borrower the Company for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damagesdirect, as opposed to indirectconsequential, special or consequential damages, damages suffered by Borrower the Company which Borrower the Company proves were caused by (i) any LC Issuing the Bank’s 's willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such the Letter of Credit or (ii) any LC Issuing the Bank’s 's willful failure to pay under any the Letter of Credit after presentation of a drawing by the respective LC Beneficiary beneficiary thereof strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting The Company understands and agrees that the foregoing, any LC Issuing Bank may accept any document a drawing that appears on its face to be in order, without responsibility for further investigation. Borrower The determination of whether a drawing has been made under the Letter of Credit prior to its expiration or whether a drawing made under the Letter of Credit 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 a the Letter of Credit with regard to a drawing that is in the form provided in such the Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein)punctuation, capitalization, spelling or similar matters of form.

Commercial Practices. The Borrower assumes all risks of the acts or omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such any Letter of Credit. The Borrower agrees that neither any the LC Issuing Bank, Administrative Agent nor any Lender (nor any of the Agent, the Lenders and their respective directors, officers, officers or employees) employees shall not be liable or responsible for: for (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents any document other than the Letters a Letter of Credit, or of any endorsement(s) endorsement thereon, even if such documents document or endorsement should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any the LC Issuing Bank (acting in good faith) against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (ev) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an the LC Issuing Bank shall be liable to the Borrower for acts or events described in clauses (ai) through (ev) above, to the extent, but only to the extent, of any direct damages, (as opposed to indirect, special or consequential damages, consequential) damages suffered by the Borrower which the Borrower proves were caused by (iA) any the LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made draft or demand presented under the applicable any Letter of Credit strictly complies with the terms and conditions therefor stated in such Letter of Credit or (iiB) any the LC Issuing Bank’s 's willful failure to pay any draft or demand presented under any Letter of Credit after a drawing by the respective LC Beneficiary that strictly complying complies with the terms and conditions of the applicable Letter of Creditthereof. Without limiting the foregoing, any The LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The determination whether a draft or demand is properly presented under any Letter of Credit prior to its expiration or whether a draft or demand presented under any Letter of Credit is in proper and sufficient form may be made by the LC Bank in its sole discretion, and such determination shall be conclusive and binding upon the Borrower to the extent permitted by law. The Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing on presentation of any draft or demand that is in the form provided in such the Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein)punctuation, capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any the beneficiary or transferee of the Energy Hedge LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any none of LC Issuing Fronting Bank, Administrative Agent Agent, nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for, and the Reimbursement Obligations of Borrower and Borrower’s obligations to repay the DSRA LC Loans and the Energy Hedge LC Loan shall be performed in accordance with this Agreement regardless of: (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents (including this Agreement) other than the Letters any Letter of Credit, or of any endorsement(s) thereon, which appear on their face to be valid, sufficient or genuine, as the case may be, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any LC Issuing Fronting Bank against presentation of documents which do not strictly comply with the terms of the applicable any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of CreditCredit so long as such documents substantially comply with the terms of such Letter of Credit and LC Fronting Bank has not acted with gross negligence or willful misconduct; (v) any amendment or waiver of or any consent to departure from all or any terms of any of the Financing Documents agreed by Borrower; (vi) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, LC Fronting Bank, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (vii) any breach of contract or dispute among or between Borrower, Administrative Agent, LC Fronting Bank, any Lender, or any other Person; (viii) any demand, statement, certificate, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ix) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, LC Fronting Bank, or any Lender; (x) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Financing Documents; or (exi) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, including the non completion of any Project for any cause whatsoever, the failure of any Noble Entity to occupy or use any Project in the manner contemplated by the Financing Documents or otherwise, any defect in title, design, operation, merchantability, fitness or condition of any Project or in the suitability of any Project for any Noble Entity’s purposes or needs, any failure of consideration, destruction of or damage to any Project, any commercial frustration of purpose, the taking by condemnation of title to or the use of all or any part of any Project, any regulatory change, any failure of any Person to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection with the Financing Documents to which each is a party, except only that an LC Issuing Fronting Bank shall be liable to Borrower for acts or events described in clauses (ai) through (exi) above, above to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (iA) any LC Issuing Fronting Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit therein or (iiB) any LC Issuing Fronting Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable Letter of Creditstated therein. Without limiting the foregoing, any LC Issuing Fronting Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar administrative matters of formform that do not change meaning.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction by final and nonappealable judgment) in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any none of LC Issuing Fronting Bank, Administrative Agent Agent, nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for, and the Reimbursement Obligations of Borrower and Borrower’s obligations to repay the DSRA LC Loans, the Energy Hedge LC Loan and the Project Agreement LC Loans shall be shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Financing Agreement regardless of: (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved to be untrue or inaccurate in any respect whatsoever; (dii) payment by any LC Issuing Fronting Bank against presentation of documents which do not strictly comply with the terms of the applicable any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of CreditCredit so long as such documents substantially comply with the terms of such Letter of Credit and LC Fronting Bank has not acted with gross negligence or willful misconduct; (iii) any amendment or waiver of or any consent to departure from all or any terms of any of the Financing Documents agreed by Borrower; (iv) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, LC Fronting Bank, any Lender or any other Person, whether in connection with this Financing Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (v) any demand, statement, certificate, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, LC Fronting Bank, or any Lender; (vii) any failure of the relevant Project Document under which the relevant Letter of Credit is issued or any other Operative Document to be in full force and effect, (viii) any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Financing Agreement or any of the other Financing Documents, or (eix) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only except, in each case, that an LC Issuing Fronting Bank shall be liable to Borrower for acts or events described in clauses (ai) through (eix) above, above to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, extent suffered by Borrower which Borrower proves provides evidence that such acts or events were caused by (iA) any LC Issuing Fronting Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit therein or (iiB) any LC Issuing Fronting Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable Letter of Creditstated therein. Without limiting the foregoing, any LC Issuing Fronting Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar administrative matters of formform that do not change meaning.

Commercial Practices. Borrower assumes all risks of the acts or -------------------- omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such any Letter of Credit. Borrower agrees that neither any none of LC Issuing Bank, Administrative Agent nor either of the Agents or any Lender (nor or any of their respective directors, officers, officers or employees) shall be liable or responsible for: (ai) the use which may be made by any beneficiary or transferee of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made by any beneficiary or transferee to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents submitted by such beneficiary or transferee other than the Letters any Letter of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable any Letter of Credit, including failure of any so long as such documents to bear any reference or adequate reference to reasonably identify such Letter of Credit; or (ev) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (ai) through (ev) above, to the extent, but only to the extent, of any direct damagesdirect, as opposed to indirect, special or consequential damagesconsequential, damages suffered by Borrower which Borrower proves were caused by (iA) any LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made under the applicable any Letter of Credit strictly complies with the terms and conditions therefor stated in such Letter of Credit or (iiB) any LC Issuing Bank’s 's willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary or transferee strictly complying with the terms and conditions of the applicable any Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document submitted by any beneficiary or transferee that appears on its face to be in order, without responsibility for further investigation. The determination of whether a drawing has been made under any Letter of Credit prior to its expiration or whether a drawing made under any Letter of Credit is in proper and sufficient form shall be made by LC Bank in its sole discretion, which determination shall be conclusive and binding upon Borrower to the extent permitted by law. Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing that is in the form provided in such any Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein)punctuation, capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any none of the LC Issuing BankBanks, Administrative Agent Agent, nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible forfor the Reimbursement Obligations of Borrower, and the Reimbursement Obligations of Borrower shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with this Agreement regardless of: (ai) the use which may be made of any Letter the Letters of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Agreement or to any Letter the Letters of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents (including this Agreement) other than the Letters of Credit, or of any endorsement(s) thereon, which appear on their face to be valid, sufficient or genuine, as the case may be, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter Letters of Credit, including failure of any documents to bear any reference or adequate reference to such Letters of Credit so long as such documents substantially comply with the terms of the Letter of CreditCredit in all material respects; (v) any amendment or waiver of or any consent to departure from all or any terms of any of the Financing Documents (but subject to the terms of such amendment, waiver or consent); (vi) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, the LC Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (vii) any breach of contract or dispute among or between Borrower, Administrative Agent, any LC Issuing Bank, any Lender, or any other Person; (viii) any demand, statement, certificate, draft or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect so long as the same appear on their face to be valid, sufficient or genuine; (ix) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, any LC Issuing Bank, or any Lender; (x) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Financing Documents; or (exi) any other circumstances whatsoever in making or failing to make payment under any Letter the Letters of Credit, including the failure of any Project Company to occupy or use its applicable Projects in the manner contemplated by the Financing Documents or otherwise, any defect in title, design, operation, merchantability, fitness or condition of any Project or in the suitability of any Project for any applicable Project Company’s or Borrower’s purposes or needs, any failure of consideration, destruction of or damage to any Project, any commercial frustration of purpose, the taking by condemnation of title to or the use of all or any part of any Project, any Regulatory Change, any failure of any Person to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection with the Financing Documents to which each is a party, except only that an each LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (ai) through (exi) above, above to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (iA) any such LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under the applicable any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction or (iiB) any such LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable such Letter of Credit. Without limiting the foregoing, any the LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to non-substantive punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. The Borrower assumes all risks of the acts or omissions of the beneficiary or any LC Beneficiary or transferees transferee of any Letter of Credit with respect to the use of any such Letter of Credit. The Borrower agrees that neither any LC none of the Issuing BankBanks, the Administrative Agent nor any Lender (nor Agent, the Lenders or any of their respective directors, officers, or employees) Related Parties shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of the beneficiary or any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC an Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any error, omission, interruption, loss or delay in transmission, dispatch or delivery of any draft, notice or other circumstances whatsoever in making communication under or failing relating to make payment under any Letter of CreditCredit (including any document required to make a drawing thereunder), however transmitted; (f) any error in interpretation of technical terms; (g) any error in translation; or (h) any consequence arising from causes beyond the control of any Issuing Bank, except only that an LC Issuing Bank shall be liable to the Borrower for acts or events described in clauses (a) through (eh) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by the Borrower which Borrower proves were caused by arising solely from such Issuing Bank’s (i) any LC Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing an LC Disbursement made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC each Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing Drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.. (j)

Commercial Practices. Borrower Each Loan Party assumes all risks of the acts or omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such any Letter of Credit. Borrower Each Loan Party agrees that neither any the LC Issuing Bank, Administrative Agent nor any Lender (nor any of the Agent, the Lenders and their respective directors, officers, officers or employees) employees shall not be liable or responsible for: for (ai) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents any document other than the Letters a Letter of Credit, or of any endorsement(s) endorsement thereon, even if such documents document or endorsement should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any the LC Issuing Bank (acting in good faith) against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (ev) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an the LC Issuing Bank shall be liable to the Borrower for acts or events described in clauses (ai) through (ev) above, to the extent, but only to the extent, of any direct damages, (as opposed to indirect, special or consequential damages, consequential) damages suffered by the Borrower which the Borrower proves were caused by (iA) any the LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made draft or demand presented under the applicable any Letter of Credit strictly complies with the terms and conditions therefor stated in such Letter of Credit or (iiB) any the LC Issuing Bank’s 's willful failure to pay any draft or demand presented under any Letter of Credit after a drawing by the respective LC Beneficiary that strictly complying complies with the terms and conditions of the applicable Letter of Creditthereof. Without limiting the foregoing, any The LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The determination whether a draft or demand is properly presented under any Letter of Credit prior to its expiration or whether a draft or demand presented under any Letter of Credit is in proper and sufficient form may be made by the LC Bank in its sole discretion, and such determination shall be conclusive and binding upon the Borrower to the extent permitted by law. Each Loan Party hereby waives any right to object to any payment made under a any Letter of Credit with regard to a drawing on presentation of any draft or demand that is in the form provided in such the Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein)punctuation, capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees of any Letter of Credit with respect to the use of such Letter of Credit. Borrower The Authority agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, or employees) the Liquidity Provider and its officers and agents shall not be liable or responsible forfor any loss, cost, damage or expense (including reasonable attorneys’ fees and expenses) relating, directly or indirectly to, and the obligations of the Authority to the Liquidity Provider hereunder shall not in any manner be affected by: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, or of any endorsement(s) thereonthis Agreement, even if such documents should should, in fact fact, prove to be in any or all respects respects, invalid, insufficient, fraudulent or forged or any statement therein proved to be untrue or inaccurate in any respect whatsoeverforged; (db) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure accuracy or completeness of any information or offering documents to bear given in connection with any reference offer or adequate reference to sale of Notes other than such Letter of Creditinformation provided by the Comptroller; or (ec) any other circumstances whatsoever in making or failing to make payment under any Letter of Credithereunder, except only that an LC Issuing Bank the Authority shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to Borrower for acts or events described in clauses (a) through (e) abovethe Authority, to the extent, but only to the extent, of any direct damagesdirect, as opposed to indirectconsequential or special, special or consequential damages, damages suffered by Borrower the Authority which Borrower the Authority proves were are caused by (i) any LC Issuing Bank’s the willful misconduct or gross negligence of the Liquidity Provider in determining whether a drawing made under the applicable Letter Notice of Credit complies Advance complied with the terms of this Agreement or the willful or negligent failure of the Liquidity Provider to make an Advance under the terms and conditions therefor stated provisions of this Agreement in such Letter accordance with the provisions of Credit or (ii) any LC Issuing Bank’s willful failure to pay under any Letter this Agreement after the presentation of Credit after a drawing by the respective LC Beneficiary strictly complying Notice of Advance in compliance with the terms and conditions of the applicable Letter this Agreement, unless such payment is not legally permitted or otherwise not required or permitted hereunder. In furtherance and not in limitation of Credit. Without limiting the foregoing, any LC Issuing Bank the Liquidity Provider may accept any document documents that appears appear on its their face to be in order, order without responsibility for further investigationinvestigation regardless of any notice or information to the contrary. Borrower hereby waives The Liquidity Provider shall have no responsibility in respect of, and the obligations of the Liquidity Provider under this Agreement shall not be affected by, any right to object to term or provision of the Resolution at variance with any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling term or similar matters of formprovision hereof.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC none of the Letter of Credit Issuing BankBanks, Administrative Agent, Collateral Agent nor any LC Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for, and Borrower’s obligation to reimburse Drawing Payments shall be performed strictly in accordance with this Credit Agreement regardless of: (ai) the use which may be made of any Letter the Letters of Credit or for any acts or omissions of any LC Beneficiary beneficiary or transferee in connection therewith; (bii) any reference which may be made to this Credit Agreement or to any Letter the Letters of Credit in any agreements, instruments or other documents; (ciii) the validity, sufficiency or genuineness of documents (including this Credit Agreement) other than the Letters of Credit, or of any endorsement(s) thereon, which appear on their face to be valid, sufficient or genuine, as the case may be, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (div) payment by any LC the Letter of Credit Issuing Bank Banks against presentation of documents which do not strictly comply with the terms of the applicable Letter Letters of Credit, including failure of any documents to bear any reference or adequate reference to such Letters of Credit so long as such documents substantially comply with the terms of the Letter of Credit; (v) any amendment or waiver of or any consent to departure from all or any terms of any of the Credit Documents; (vi) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, the Letter of Credit Issuing Banks, any LC Lender or any other Person, whether in connection with this Credit Agreement, the transactions contemplated herein or in the other Credit Documents, or in any unrelated transaction; (vii) any breach of contract or dispute among or between Borrower, Administrative Agent, the Letter of Credit Issuing Banks, any LC Lender, or any other Person; (viii) any demand, statement, certificate, draft or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ix) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, the Letter of Credit Issuing Banks, or any LC Lender in accordance with the terms of this Credit Agreement; (x) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Credit Agreement or any of the other Credit Documents; or (exi) any other circumstances whatsoever in making or failing to make payment under any Letter the Letters of Credit, including the non completion of any Project for any cause whatsoever, the failure of a Borrower Subsidiary to occupy or use a Project in the manner contemplated by the Credit Documents or otherwise, any defect in title, design, operation, merchantability, fitness or condition of a Project or in the suitability of a Project for a Borrower Subsidiary’s purposes or needs, any failure of consideration, destruction of or damage to a Project, any commercial frustration of purpose, the taking by condemnation of title to or the use of all or any part of a Project, any regulatory change, any failure of any Person to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection with the Credit Documents to which each is a party, except only that an LC a Letter of Credit Issuing Bank Bank, as applicable, shall be liable to Borrower for acts or events described in clauses (ai) through (exi) above, above to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (iA) any LC such Letter of Credit Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing Drawing made under the applicable any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (iiB) any LC such Letter of Credit Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing Drawing by the respective LC Beneficiary beneficiary strictly complying with the terms and conditions of the applicable such Letter of Credit. Without limiting the foregoing, any LC a Letter of Credit Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.

Commercial Practices. Borrower assumes all risks of the acts or omissions of any LC Beneficiary or transferees transferee of any Letter of Credit with respect to the use of such Letter of Credit. Borrower agrees that neither any LC Issuing Bank, Administrative Agent nor any Lender (nor any of their respective directors, officers, officers or employees) shall be liable or responsible for: (a) the use which may be made of any Letter of Credit or for any acts or omissions of any LC Beneficiary or transferee in connection therewith; (b) any reference which may be made to this Agreement or to any Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents other than the Letters of Credit, 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 any statement therein proved prove to be untrue or inaccurate in any respect whatsoever; (d) payment by any LC Issuing Bank against presentation of documents which do not strictly comply with the terms of the applicable Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that an LC Issuing Bank shall be liable to Borrower for acts or events described in clauses (a) through (e) above, to the extent, but only to the extent, of any direct damages, as opposed to indirect, special or consequential damages, suffered by Borrower which Borrower proves were caused by (i) any LC Issuing Bank’s 's willful misconduct or gross negligence in determining whether a drawing made under the applicable Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit or (ii) any LC Issuing Bank’s 's willful failure to pay under any Letter of Credit after a drawing by the respective LC Beneficiary strictly complying with the terms and conditions of the applicable Letter of Credit. Without limiting the foregoing, any LC Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. Borrower hereby waives any right to object to any payment made under a Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar matters of form.