Common use of Liability of Bank Clause in Contracts

Liability of Bank. (a) As between the Borrower and the Bank, the Borrower assumes all risks of the acts or omissions of the Trustee, the Letter of Credit Bank or the Standby Bank with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or for any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreement; (2) the form, validity, sufficiency, accuracy or genuineness of any documents (including without limitation any documents presented under the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment by the Letter of Credit Bank, the Bank or the Standby Bank against presentation of documents which do not comply with the terms of the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank or the Standby Bank to comply fully with conditions required in order to effect or honor a drawing under the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission or otherwise of any document or draft required in order to effect a drawing under the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such payment. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between Any action, inaction or omission on the Borrower part of Bank under or in connection with a Letter of Credit or Letter of Credit Guaranty issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, the ’s rights or powers hereunder or Borrower’s obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee, the a Beneficiary or transferee of a Letter of Credit Bank or the Standby Bank Letter of Credit Guaranty with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or Guaranty. In furtherance of, and not in limitation of Bank’s rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.3. it is understood and agreed that Bank shall not have any liability for and that Borrower assumes all responsibility for: (a) the genuineness of any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreementsignature; (2b) the form, correctness, validity, sufficiency, accuracy or genuineness genuineness, falsification and legal effect of any documents (including without limitation any documents presented under the Letter of Creditdraft, the Participating Bank Agreement certification or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment other document required by the a Letter of Credit Bank, or Letter of Credit Guaranty and the Bank or the Standby Bank against presentation of documents which do not comply with the terms authority of the Letter of Credit, person signing the Participating Bank Agreement or same; (c) the Standby Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement Credit or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank Guaranty or the Standby Bank failure of any persons to comply fully with conditions required in order to effect or honor a drawing under note the amount of any instrument on the reverse of the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign surrender the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery Letter of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission Credit Guaranty or otherwise to comply with the terms and conditions of any document or draft required in order to effect a drawing under the Letter of Credit or Letter of Credit Guaranty; (d) the Standby good faith or acts of any person other than Bank and its agents and employees; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit or Letter of Credit Guaranty issued hereunder and whether such other documents are in order to entitle proper and sufficient form for compliance with the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank Guaranty shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered made by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such paymentits sole and absolute discretion, which determination shall be conclusive and binding upon Borrower. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between Any action, inaction or omission on the Borrower part of Bank under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, the 's rights or powers hereunder or Borrower's obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee, the a Beneficiary or transferee of a Letter of Credit Bank or the Standby Bank with respect to its use of the Letter of Credit. In furtherance of, and not in limitation of Bank's rights and powers under the Participating Uniform Customs and Practice, but subject to all other provisions of this Section 2.2. it is understood and agreed that Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor shall not have any of its officers or directors shall be liable or responsible liability for and that Borrower assumes all responsibility for: (1a) the use which may be made genuineness of the Letter of Credit or the Standby Letter of Credit or for any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreementsignature; (2) the b)the form, correctness, validity, sufficiency, accuracy or genuineness genuineness, falsification and legal effect of any documents (including without limitation any documents presented under the Letter of Creditdraft, the Participating Bank Agreement certification or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment other document required by the a Letter of Credit Bank, and the Bank or the Standby Bank against presentation of documents which do not comply with the terms authority of the Letter of Credit, person signing the Participating Bank Agreement or same; (c) the Standby Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement Credit or the Standby Letter failure of Credit, or any other failure by persons to note the Trustee, amount of any instrument on the Letter reverse of Credit Bank or the Standby Bank to comply fully with conditions required in order to effect or honor a drawing under the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign surrender the Letter of Credit or otherwise to comply with the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reasonterms and conditions of the Letter of Credit; (5d) errors, omissions, interruptions, losses the good faith or delays in transmission or delivery acts of any messages by mail, cable, telegraph, telex, telephone or otherwiseperson other than Bank and its agents and employees; (6e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any loss or delay in the transmission giving or otherwise failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any document notice or draft other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in order to effect a drawing under proper and sufficient form for compliance with the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered made by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such paymentits sole and absolute discretion. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between Any action, inaction or omission on the Borrower part of Bank under or in connection with a Letter of Credit or Letter of Credit Guaranty issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, the 's rights or powers hereunder or Borrower's obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee, the a Beneficiary or transferee of a Letter of Credit Bank or the Standby Bank Letter of Credit Guaranty with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or Guaranty. In furtherance of, and not in limitation of Bank's rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.2. it is understood and agreed that Bank shall not have any liability for and that Borrower assumes all responsibility for: (a) the genuineness of any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreementsignature; (2b) the form, correctness, validity, sufficiency, accuracy or genuineness genuineness, falsification and legal effect of any documents (including without limitation any documents presented under the Letter of Creditdraft, the Participating Bank Agreement certification or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment other document required by the a Letter of Credit Bank, or Letter of Credit Guaranty and the Bank or the Standby Bank against presentation of documents which do not comply with the terms authority of the Letter of Credit, person signing the Participating Bank Agreement or same; (c) the Standby Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement Credit or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank Guaranty or the Standby Bank failure of any persons to comply fully with conditions required in order to effect or honor a drawing under note the amount of any instrument on the reverse of the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign surrender the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery Letter of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission Credit Guaranty or otherwise to comply with the terms and conditions of any document or draft required in order to effect a drawing under the Letter of Credit or Letter of Credit Guaranty; (d) the Standby good faith or acts of any person other than Bank and its agents and employees; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit or Letter of Credit Guaranty issued hereunder and whether such other documents are in order to entitle proper and sufficient form for compliance with the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank Guaranty shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered made by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such paymentits sole and absolute discretion. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between Any action, inaction or ----------------- omission on the Borrower part of Bank under or in connection with a Letter of Credit or Letter of Credit Guaranty issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, the 's rights or powers hereunder or Borrower's obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee, the a Beneficiary or transferee of a Letter of Credit Bank or the Standby Bank Letter of Credit Guaranty with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or Guaranty. In furtherance of, and not in limitation of Bank's rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.2. it is understood and agreed that Bank shall not have any liability for and that Borrower assumes all responsibility for: (a) the genuineness of any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreementsignature; (2b) the form, correctness, validity, sufficiency, accuracy or genuineness genuineness, falsification and legal effect of any documents (including without limitation any documents presented under the Letter of Creditdraft, the Participating Bank Agreement certification or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment other document required by the a Letter of Credit Bank, or Letter of Credit Guaranty and the Bank or the Standby Bank against presentation of documents which do not comply with the terms authority of the Letter of Credit, person signing the Participating Bank Agreement or same; (c) the Standby Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement Credit or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank Guaranty or the Standby Bank failure of any persons to comply fully with conditions required in order to effect or honor a drawing under note the amount of any instrument on the reverse of the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign surrender the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery Letter of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission Credit Guaranty or otherwise to comply with the terms and conditions of any document or draft required in order to effect a drawing under the Letter of Credit or Letter of Credit Guaranty; (d) the Standby good faith or acts of any person other than Bank and its agents and employees; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit or Letter of Credit Guaranty issued hereunder and whether such other documents are in order to entitle proper and sufficient form for compliance with the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank Guaranty shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered made by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such paymentits sole and absolute discretion. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between the Borrower and the Bank, the Borrower assumes all risks of the acts or omissions of the Trustee, the Letter of Credit Bank or the Standby Bank with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or for any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreement; (2) the form, validity, sufficiency, accuracy or genuineness of any documents (including without limitation any documents presented under the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment by the Letter of Credit Bank, the Bank or the Standby Bank against presentation of documents which do not comply with the terms of the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank or the Standby Bank to comply fully with conditions required in order to effect or honor a drawing under the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission or otherwise of any document or draft required in order to effect a drawing under the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by by: (i) the Bank’s 's willful misconduct or gross negligence negligence; or (ii) the Bank’s 's willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such payment. (b) Except for the Bank’s 's payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s 's financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s 's financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s 's obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.

Liability of Bank. (a) As between Any action, inaction or omission on the Borrower ----------------- part of Bank under or in connection with a Letter of Credit or Letter of Credit Guaranty issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank, the 's rights or powers hereunder or Borrower's obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of the Trustee, the a Beneficiary or transferee of a Letter of Credit Bank or the Standby Bank Letter of Credit Guaranty with respect to the Letter of Credit, the Participating Bank Agreement or the Standby Reimbursement Agreement. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (1) the use which may be made of the Letter of Credit or the Standby Letter of Credit or Guaranty. In furtherance of, and not in limitation of Bank's rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.2. it is understood and agreed that Bank shall not have any liability for and that Borrower assumes all responsibility for: (a) the genuineness of any acts or omissions of the Trustee or the Letter of Credit Bank in connection therewith or with the Participating Bank Agreementsignature; (2b) the form, correctness, validity, sufficiency, accuracy or genuineness genuineness, falsification and legal effect of any documents (including without limitation any documents presented under the Letter of Creditdraft, the Participating Bank Agreement certification or the Standby Letter of Credit), or of any statement therein or endorsement thereon, even if any such documents, statements or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent, forged, inaccurate or untrue; (3) the payment other document required by the a Letter of Credit Bank, or Letter of Credit Guaranty and the Bank or the Standby Bank against presentation of documents which do not comply with the terms authority of the Letter of Credit, person signing the Participating Bank Agreement or same; (c) the Standby Letter of Credit, including failure of any documents instrument to bear any reference or adequate reference to the Letter of Credit, the Participating Bank Agreement Credit or the Standby Letter of Credit, or any other failure by the Trustee, the Letter of Credit Bank Guaranty or the Standby Bank failure of any persons to comply fully with conditions required in order to effect or honor a drawing under note the amount of any instrument on the reverse of the Letter of Credit or the Standby Letter of Credit or in order to entitle the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; (4) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign surrender the Letter of Credit or the rights or benefit thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (5) errors, omissions, interruptions, losses or delays in transmission or delivery Letter of any messages by mail, cable, telegraph, telex, telephone or otherwise; (6) any loss or delay in the transmission Credit Guaranty or otherwise to comply with the terms and conditions of any document or draft required in order to effect a drawing under the Letter of Credit or Letter of Credit Guaranty; (d) the Standby good faith or acts of any person other than Bank and its agents and employees; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit or Letter of Credit Guaranty issued hereunder and whether such other documents are in order to entitle proper and sufficient form for compliance with the Letter of Credit Bank or the Standby Bank to payment under the Participating Bank Agreement or the Standby Reimbursement Agreement; or (7) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, the Participating Bank Agreement, the Standby Letter of Credit or the Standby Reimbursement Agreement; except only that the Borrower shall have a claim against the Bank, and the Bank Guaranty shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered made by the Borrower which the Borrower proves were caused by (i) the Bank’s willful misconduct or gross negligence or (ii) the Bank’s willful failure to pay under the Participating Bank Agreement or the Standby Reimbursement Agreement after written demand by the Letter of Credit Bank or the Standby Bank to the Bank for payment of an amount due and payable under the Participating Bank Agreement or the Standby Reimbursement Agreement, unless the Bank in good faith believes that it is prohibited by law or other legal authority from making such paymentits sole and absolute discretion. (b) Except for the Bank’s payment obligations under the Participating Bank Agreement and the Standby Reimbursement Agreement, the Bank shall have no liability to the Borrower or any other person as a result of any reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition. No reduction of the credit rating of the Bank or any deterioration in the Bank’s financial condition shall reduce or in any way diminish the obligations of the Borrower to the Bank under this Agreement, including without limitation the Borrower’s obligation to pay commitment fees to the Bank and to reimburse the Bank for any amounts paid to the Letter of Credit Bank or the Standby Bank.