Common use of Liability of the Bank Clause in Contracts

Liability of the Bank. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Notes or any drawings under the Letter of Credit, (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment by the Bank against presentation of documents that do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viii) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that the Corporation and the County shall have claims against the Bank, and the Bank shall be liable to the Corporation and the County to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County which the Corporation and the County prove were caused by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

Liability of the Bank. As to the Bank, the City assumes all risks of the acts or omissions of the Trustee, the Dealers and the Issuing and Paying Agent with respect to their use of the Letter of Credit and the proceeds thereof and the proceeds of the Commercial Paper Notes; provided, however, that this assumption is not intended to, and shall not, preclude the City from pursuing such rights and remedies as it may have against the Trustee or the Issuing and Paying Agent at law or under any other agreement. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for for: (ia) the use which may be made of the Letter of Credit or any proceeds of any Notes or any drawings under the Letter of CreditCredit or for any acts or omissions of the Trustee, the Dealers or the Issuing and Paying Agent; (iib) the validity, sufficiency or genuineness of any documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)endorsements, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, ; or (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that the Corporation and the County City shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County to the extent of any City for direct, as opposed to but not consequential, special, punitiveexemplary, exemplary indirect or indirect punitive damages suffered by the Corporation or the County City which the Corporation and the County prove were determined by a final order of a court of competent jurisdiction to have been caused solely by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation negligence of the foregoingBank in connection with drawings under the Letter of Credit. By way of amplification, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) . Subject to the contraryforegoing, the determination of whether a Drawing has been presented under the Letter of Credit prior to the Termination Date or whether a Drawing under the Letter of Credit or any accompanying document or instrument is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon the City. The City hereby waives any right to object to any payment made under the Letter of Credit against a Drawing with accompanying documents in the forms provided for in the Letter of Credit but varying in punctuation, capitalization, spelling or similar matters of form.

Liability of the Bank. For the exclusive benefit of the Bank and as between the Bank and the Company only, the Company assumes all risks of, but shall not be liable or responsible to the Bank or any other person or entity for damages arising out of, the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to the Trustee’s or such transferee’s use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (i) the use which may be made of the proceeds of any Notes or any drawings under the Letter of Credit, Credit or for any acts or omissions of the Trustee and any such transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment by the Bank under the Letter of Credit against presentation presentment of documents that which do not strictly comply strictly with the terms of the Letter of Credit, including but not limited to, failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiiiv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, except only that the Corporation and the County Company shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Company, to the extent extent, but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Company which the Corporation and the County prove were caused by (A) the Bank’s willful misconduct or gross negligencenegligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (B) the Bank’s willful or negligent failure to pay under the Letter of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

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

Liability of the Bank. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible to the Obligor for (iA) the use which may be made of the proceeds Letter of Credit or any acts or omissions of any Notes or any drawings under the Letter of Credit, Beneficiary in connection therewith; (iiB) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iiiC) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment payments by the Bank against presentation of documents that which do not comply strictly with the terms and conditions of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiiD) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, except only that the Corporation and the County Obligor shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Obligor to the extent extent, but only to the extent, of any direct, direct and actual (as opposed to indirect, consequential, special, special or punitive, exemplary or indirect ) damages suffered by the Corporation or the County Obligor which the Corporation and the County prove Obligor proves were caused by (i) the Bank’s willful misconduct or gross negligence. In furtherance negligence in honoring documents presented under the Letter of Credit which do not at least substantially comply with the terms of such Letter of Credit (but only if there shall have been a wrongful payment as a result thereof, or (ii) the Bank’s wrongful and not in limitation willful failure to pay under the Letter of Credit after the presentation to it by the Beneficiary of the foregoing, Letter of Credit and a demand and certificate strictly complying with the Bank may accept documents that appear on their face to terms and conditions of the Letter of Credit. None of the Bank’s rights or obligations hereunder or under any other Related Documents shall be in order, without responsibility for further investigation, regardless affected by any acts or omissions of any notice or information (other than actual knowledge to the contrary) to the contraryBeneficiary.

Liability of the Bank. Neither the Bank nor any of its respective officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Notes or any drawings under the Letter of CreditRevolving Loans, (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (iii) the lack of validity or enforceability of this Agreement, the Notesany MTA RAN, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment by the Bank against presentation of documents that do not comply strictly with the terms of the Letter of Creditthis Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement, the Letter of CreditCommitment, the Revolving Loans or any MTA RAN, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of CreditRequests for Revolving Loans, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, including any acts of governmental entities, or (viii) any other circumstances whatsoever in making or failing to make payment under the Letter of CreditCommitment, this Agreement or pursuant to a Request for Revolving Loan; provided, that the Corporation and the County Authority shall have claims against the Bank, and the Bank shall be liable to the Corporation and the County Authority to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Authority which the Corporation and the County prove Authority proves were caused by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contraryknowledge) to the contrary.

Liability of the Bank. The Company assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit; provided, however, this assumption with respect to the Bank is not intended to, and shall not, preclude the Company from pursuing such rights and remedies as it may have against the Trustee at law or under any other agreement. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Trustee and any drawings under transferee of the Letter of Credit, Credit in connection therewith; (iib) the form, validity, sufficiency sufficiency, accuracy genuineness or genuineness legal effect of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iiic) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank sufficiency of any agreement instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (d) failure of the Bank is Trustee to comply fully with conditions required in order to draw upon the Letter of Credit; (e) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (f) errors in interpretation of technical terms; (g) any loss or delay in the transmission or otherwise of any document or draft required in order to make a party), draw under the Letter of Credit or of proceeds thereof; (ivh) any consequences arising from causes beyond the control of the Bank; (i) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiij) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that however, anything in the Corporation and preceding clauses to the County contrary notwithstanding, the Company shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County extent, but only to the extent extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Company which the Corporation and the County prove Company proves were directly caused by the Bank’s 's willful misconduct or gross negligencenegligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit after the presentation to it by the Trustee (or a successor beneficiary to whom the Letter of Credit has been transferred in accordance with its terms and the terms of this Agreement) of a sight draft and certificate and any other documents or instruments expressly required by the Letter of Credit strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any any, notice or information (other than actual knowledge to the contrary) . Subject to the contraryforegoing, the determination of whether a draft has been presented under the Letter of Credit prior to the Expiration Date or whether a draft drawn under the Letter of Credit or any accompanying document or instrument is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon the Company. The Company hereby waives any right to object to any payment made under the Letter of Credit against a draft with accompanying documents in the forms provided for in the Letter of Credit but varying in punctuation, capitalization, spelling or similar matters of form.

Liability of the Bank. Neither As between the Company and the Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit; provided however that the Company may have a claim against the Bank nor any of its officers, directors, employees or agents shall and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by the Company which the Company proves were caused by the willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible for for: (i) the use which may be made of the proceeds form, validity, sufficiency, accuracy, genuineness or legal effect of any Notes or document submitted by any drawings under party in connection with the application for an issuance of a Letter of Credit, (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party), even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) the lack failure of validity or enforceability the beneficiary of this Agreement, the Notes, a Letter of Credit to comply fully with conditions required to be satisfied by any other Related Document or any other agreement or instrument relating thereto (Person other than the validity or enforceability as against the Bank of any agreement in order to which the Bank is a party), (iv) payment by the Bank against presentation of documents that do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the draw upon such Letter of Credit, (viv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (viv) errors in the interpretation of technical terms, (vi) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit or (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viii) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that the Corporation and the County shall have claims against the Bank, and the Bank shall be liable to the Corporation and the County to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County which the Corporation and the County prove were caused by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary- 17 - Section 8.7.

Liability of the Bank. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for (ia) the use which that may be made of the proceeds of any Notes or any drawings under the Letter of Credit, Credit or for any acts or omissions of the Issuing and Paying Agent and any transfer in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, except only that the Corporation and the County Authority shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Authority, to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County which the Corporation and the County prove were caused Authority by (i) the Bank’s willful misconduct or gross negligencenegligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit, or (ii) the Bank’s willful failure or gross negligence in failing to pay under the Letter of Credit after the presentation to it by the Issuing and Paying Agent of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary; provided, that if the Bank shall receive written notification from the Authority or the Issuing and Paying Agent that sufficiently identified (in the opinion of the Bank) documents to be presented to the contraryBank are not to be honored, the Bank agrees that it will not honor such documents.

Liability of the Bank. Between the Company and the Bank, the --------------------- Company assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit or its proceeds. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of any Notes Credit or any drawings under of the Letter proceeds thereof, or for any acts or omissions of Credit, the Trustee and any transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not strictly comply strictly with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that except the Corporation and the County Company shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and Company, to the County extent, but only to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Company which the Corporation and the County prove Company proves were caused by (i) the Bank’s 's willful misconduct or gross negligencenegligence in honoring a draft under the Letter of Credit, or (ii) the Bank's willful failure to pay under the Letter of Credit after presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, and may assume the genuineness and rightfulness of any signature thereon, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) contrary unless actually received by the Bank; provided, that if the Bank shall receive written notification from both the Trustee and the Company that documents conforming to the contraryterms of the Letter of Credit to be presented to the Bank are not to be honored, the Bank agrees that it will not honor such documents and the Company shall indemnify and hold the Bank harmless from such failure to honor.

Liability of the Bank. To the extent permitted by the laws of the State of Texas, the City assumes all risks of the acts or omissions of the Issuing and Paying Agent and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees respective officers or agents directors nor any of the Indemnitees referred to in Section 8.05 hereof shall be liable or responsible for for: (ia) the use which may be made of the proceeds of any Notes or any drawings under the Letter of Credit, Credit or for any acts or omissions of the Issuing and Paying Agent and any transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iiic) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; (d) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (ve) errors, omissions, interruptions the failure of the Issuing and Paying Agent to comply fully with conditions required in order to draw upon the Letter of Credit; (f) any loss or delays delay in the transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile document or otherwise, whether or not they have been draft required in cipher, including any drawings order to make a Drawing under the Letter of Credit, ; (vi) errors in interpretation of technical terms, (viig) any consequences arising from causes beyond payment of a Drawing under the control Letter of Credit by inter-bank tested telex notwithstanding that the manually executed draft(s) to be delivered to the Bank following such Drawing do not comply on their face with the terms of the Letter of Credit or failure is made to deliver such manually executed draft(s), in whole or in part, to the Bank, including, without limitation, any acts of governmental entities, or ; or (viiih) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, except only that the Corporation and the County City shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation City, to the extent and the County only to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or City determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from: (A) the County which the Corporation and the County prove were caused by the Bank’s willful misconduct or gross negligencenegligence of the Bank, as applicable, in connection with clauses (b), (c), (d), (f), (g) and (h) above; or (B) the willful or negligent failure of the Bank to pay under the Letter of Credit after the presentation to it by the Issuing and Paying Agent (or a successor issuing and paying agent under the Issuing and Paying Agency Agreement to whom the Letter of Credit has been transferred in accordance with its terms) of a drawing strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless . The Bank shall not be liable in any way for any failure on its part to honor any draft under the Letter of Credit as a result of any notice act or information (omission of any Governmental Authority or any other than actual knowledge to cause beyond the contrary) to control of the contraryBank.

Liability of the Bank. For the exclusive benefit of the Bank and as between the Bank and the Credit Obligors only, the Credit Obligors assume all risks of, but shall not be liable or responsible to the Bank or any other person or entity for damages arising out of, the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to the Trustee's or such transferee's use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (i) the use which may be made of the proceeds of any Notes or any drawings under the Letter of Credit, Credit or for any acts or omissions of the Trustee and any such transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (iv) payment by the Bank under the Letter of Credit against presentation presentment of documents that which do not strictly comply strictly with the terms of the Letter of Credit, including but not limited to, failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiiiv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, except only that the Corporation and the County Credit Obligors shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Credit Obligors, to the extent extent, but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Credit Obligors which the Corporation and the County prove were caused by (A) the Bank’s 's willful misconduct or gross negligencenegligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (B) the Bank's willful or negligent failure to pay under the Letter of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

Liability of the Bank. The Company assumes all risks of the acts or omissions of the Beneficiary and any transferee of any Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (ia) the use which may be made of the proceeds any Letter of any Notes Credit or any drawings under acts or omissions of the Letter of Credit, Beneficiary or any transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the any Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the any Letter of Credit; provided, provided that the Corporation and the County Company shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Company, to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Company which the Corporation and the County prove Company proves were caused by (i) the Bank’s 's willful misconduct or gross negligencenegligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit, or (ii) the Bank's negligence in failing to make or willful failure to make lawful payment under the Letter of Credit after the presentation to it by the Beneficiary of a certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

Liability of the Bank. The District assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, and any transferee beneficiary of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees officers or agents directors shall be liable or responsible for for: (ia) the use which may be made of the proceeds of any Notes or any drawings under the Letter of CreditCredit or for any acts or omissions of the Trustee, any agent of the Trustee and any transferee beneficiary in connection therewith; (iib) the validity, sufficiency validity or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that the Corporation and the County District shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County District, to the extent of any directdirect compensatory, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation District which are determined by a final judgment of a court of competent jurisdiction to have resulted from the Bank’s failure to pay under the Letter of Credit after the presentation to it by the Trustee of a certificate strictly complying with the terms and conditions of the Letter of Credit or the County which the Corporation and the County prove were caused by the Bank’s willful misconduct or gross negligencegrossly negligent payment under the Letter of Credit. In furtherance The Bank is hereby expressly authorized and not in limitation directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between or among the District, the County, the State, the Trustee, any transferee beneficiary of the foregoingLetter of Credit or any other Person or the respective rights, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless duties or liabilities of any notice of them, or information (other than actual knowledge to whether any facts or occurrences represented in any of the contrary) to documents presented under the contraryLetter of Credit are true and correct.

Liability of the Bank. The Borrower, to the extent permitted by applicable law, assumes all risks of the acts or omissions of the Trustee, the Credit Facility Trustee and any beneficiary or transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees employees, agents or agents consultants shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Credit Facility Trustee or any drawings under the Letter of Credit, beneficiary or transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, ; or (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viiid) any other circumstances whatsoever in any way related to the making or failing failure to make payment under the Letter of Credit; provided, except only that the Corporation and the County Borrower shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Borrower, to the extent but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect consequential damages suffered by the Corporation or the County Borrower which the Corporation and the County prove Borrower proves were caused by the Bank’s (i) willful misconduct or gross negligence. In furtherance and not in limitation negligence of the foregoing, Bank in determining whether documents presented under the Letter of Credit complied with the terms of the Letter of Credit or (ii) willful failure of the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless pay under the Letter of any notice or information (other than actual knowledge Credit after the presentation to it by the contrary) to the contrary.Credit Facility Trustee or

Liability of the Bank. The Borrower assumes all risks of the --------------------- acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit; provided, however, this assumption with respect to the Bank is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the Trustee or any transferee at law or under any other agreement. Neither the Bank nor any of its officers, directorsemployees, employees agents or agents directors shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Trustee and any drawings under transferee of the Letter of Credit, Credit in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that however, anything in the Corporation preceding clauses (a) (b), (c) and the County shall have claims against the Bank, and the Bank shall be liable to the Corporation and the County to the extent of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County which the Corporation and the County prove were caused by the Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.-------- -------

Liability of the Bank. As to the Bank, the Company assumes all risks of the acts or omissions of the Trustee and any other Letter of Credit Beneficiary with respect to its use of the Letter of Credit; provided, however, this assumption is not intended to, and shall not, preclude the Company from pursuing such rights and remedies as it may have against the Trustee or any other Letter of Credit Beneficiary at law or under any other agreement. Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Trustee or any drawings under the Letter of Credit, Credit Beneficiary; (iib) the validity, sufficiency or genuineness of any documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)endorsements, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, ; or (viiid) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that however, the Corporation and the County Company shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Company, to the extent extent, but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Company which the Corporation and the County prove Company proves were caused by the Bank’s willful misconduct acts or gross negligence. In furtherance and not in limitation omissions of the foregoingBank described in clauses (c)(i) and (c)(ii) of Section 12. By way of amplification, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) . Subject to the contraryforegoing, the determination of whether a draft has been presented under the Letter of Credit prior to the Expiration Date or whether a draft drawn under the Letter of Credit or any accompanying document or instrument is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon the Company. The Company hereby waives any right to object to any payment made 41 47 under the Letter of Credit against a draft with accompanying documents in the forms provided for in the Letter of Credit but varying in punctuation, capitalization, spelling or similar matters of form.

Liability of the Bank. The Borrower, to the extent not prohibited by applicable law, assumes all risks of the acts or omissions of the Credit Facility Trustee and any beneficiary or transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees employees, agents or agents consultants shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Credit Facility Trustee or any drawings under the Letter of Credit, beneficiary or transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, ; or (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viiid) any other circumstances whatsoever in any way related to the making or failing failure to make payment under the Letter of Credit; provided, except only that the Corporation and the County Borrower shall have claims a claim against the Bank, and the Bank Bank, subject in all cases to the provisions of Sections 9.16 and 9.17 hereof, shall be liable to the Corporation and the County Borrower, to the extent but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Borrower which the Corporation and the County prove Borrower proves were caused by the Bank’s (i) willful misconduct or gross negligence. In furtherance and not in limitation negligence of the foregoing, Bank in determining whether documents presented under the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless Letter of any notice or information (other than actual knowledge to Credit complied with the contrary) to terms of the contrary.Letter of Credit or

Liability of the Bank. The Borrowers, to the extent --------------------- permitted by applicable law, assume all risks of the acts or omissions of the Credit Facility Trustee and any beneficiary or transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees employees, agents or agents consultants shall be liable or responsible for for: (ia) the use which may be made of the proceeds Letter of Credit or for any Notes acts or omissions of the Credit Facility Trustee or any drawings under the Letter of Credit, beneficiary or transferee in connection therewith; (iib) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party)thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iii) the lack of validity or enforceability of this Agreement, the Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), (ivc) payment by the Bank against presentation of documents that which do not comply strictly with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, ; or (v) errors, omissions, interruptions or delays in transmission or delivery of any messages, by telex, mail, cable, telegraph, facsimile or otherwise, whether or not they have been in cipher, including any drawings under the Letter of Credit, (vi) errors in interpretation of technical terms, (vii) any consequences arising from causes beyond the control of the Bank, including, without limitation, any acts of governmental entities, or (viiid) any other circumstances whatsoever in any way related to the making or failing failure to make payment under the Letter of Credit; provided, except only that the Corporation and the County Borrowers shall have claims a claim against the Bank, and the Bank shall be liable to the Corporation and the County Borrowers, to the extent but only to the extent, of any direct, as opposed to consequential, special, punitive, exemplary or indirect damages suffered by the Corporation or the County Borrowers which the Corporation and the County Borrowers prove were caused by the Bank’s (i) willful misconduct or gross negligence. In furtherance and not in limitation negligence of the foregoing, Bank in determining whether documents presented under the Letter of Credit complied with the terms of the Letter of Credit or (ii) wrongful failure of the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless pay under the Letter of any notice Credit after the presentation to it by the Credit Facility Trustee or information (other than actual knowledge to a successor trustee under the contrary) to Indenture of a sight draft and certificate strictly complying with the contrary.terms and conditions of the Letter