Common use of Liability of the Bank Clause in Contracts

Liability of the Bank. Neither the Bank nor any of its officers, directors, employees, agents or consultants shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee or any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in any way related to the making or failure to make payment under the Letter of Credit; except only that the Borrower and the Guarantor shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the Guarantor, to the extent but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower or the Guarantor which were caused by (i) the gross negligence or willful misconduct of the 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 to pay under the Letter of Credit after the presentation to it by the Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and Practice. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Bank. Neither the Bank nor any of its officers, --------------------- directors, employees, agents or consultants shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee or any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in any way related to the making or failure to make payment under the Letter of Credit; except only that the Borrower and the Guarantor shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the Guarantor, to the extent but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower or the Guarantor which were caused by (i) the gross negligence or willful misconduct of the 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 to pay under the Letter of Credit after the presentation to it by the Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and Practice. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Bank. Account Parties assume all risks of the acts or omissions of the Bond Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Bond Trustee or and any beneficiary or transferee in connection therewith; ; (b) any reference which may be made to this Reimbursement Agreement or the Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (cd) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (de) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit. Without limiting the foregoing, the Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The determination of whether a drawing has been made under the Letter of Credit prior to the Expiration Date or whether a drawing made under the Letter of Credit is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon Account Parties to the extent permitted by law except to the extent Account Parties proves that such determination constituted gross negligence or willful misconduct of the Ban; except only Account Parties hereby waive any right to object to any payment made under the Letter of Credit with regard to a drawing that is in the Borrower and form provided in the Guarantor shall have a claim against Letter of Credit, but which varies with respect to punctuation, capitalization, spelling or similar matters of form. Notwithstanding the Bankforegoing, and the Bank shall be liable to the Borrower and the Guarantor, Account Parties for acts or events described in subsections (a) through (e) above to the extent extent, but only to the extent, of any direct, as opposed to indirect or special or consequential, damages damages, suffered by the Borrower or the Guarantor Account Parties which Account Parties proves were caused by by: (i) the gross negligence or willful misconduct of the Bank Bank, in determining whether documents presented a drawing made under the Letter of Credit complied complies with the terms of and conditions therefor stated in the Letter of Credit Credit, or (ii) wrongful the gross negligence or willful failure of the Bank to pay under the Letter of Credit after the presentation to it a drawing by the Bond Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure Credit; provided, however, that the maximum amount of damages recoverable by Account Parties as provided above is expressly limited to the Stated Amount of the Bank to conform to the requirements Letter of the Uniform Customs and Practice. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contraryCredit.

Liability of the Bank. As between the Company and the --------------------- Bank, the Company assumes all risks of the acts or omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit Credit, or for any acts or omissions of the Trustee (including without limitation acts or omissions of the Bank when it is acting in its capacity as Trustee), and any beneficiary or transferee in connection therewith; ; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply in any immaterial respect with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (dc) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; , except only that the Borrower and the Guarantor Company shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the GuarantorCompany, to the extent extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower or the Guarantor Company which were caused by (i) the Bank's willful misconduct or gross negligence or willful misconduct of the Bank in determining whether documents presented under the Letter of Credit complied comply with the terms of the Letter of Credit (it being understood that any such noncompliance in any immaterial respect shall not be deemed willful misconduct or gross negligence of the Bank) or (ii) wrongful the Bank's willful failure of the Bank to pay under the Letter of Credit after the presentation to it by the Trustee (or a any successor trustee under Trustee to whom the Indenture 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 or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and PracticeCredit. 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 in the absence of any actual notice or information to the contrary.

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, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or any of the proceeds thereof, or for any acts or omissions of the Trustee or and any beneficiary or transferee in connection therewith; ; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained therein or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (c) payment by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including any failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (d) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; , except only that the Borrower and the Guarantor Company shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the GuarantorCompany, to the extent extent, but only to the extent, extent of any direct, as opposed to consequential, damages suffered by the Borrower or Company which the Guarantor which Company proves were caused by (i) the Bank's willful misconduct or gross negligence or willful misconduct of the Bank in determining whether documents presented honoring a draft under the Letter of Credit complied with the terms of the Letter of Credit Credit, or (ii) wrongful the Bank's willful failure of the Bank to pay under the Letter of Credit after the presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and PracticeCredit. 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 to the contrarycontrary 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 terms 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. Account Parties assume all risks of the acts or omissions of the Bond Trustee and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers, directors, employees, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Bond Trustee or and any beneficiary or transferee in connection therewith; ; (b) any reference which may be made to this Reimbursement Agreement or the Letter of Credit in any agreements, instruments or other documents; (c) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (cd) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (de) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; . Without limiting the foregoing, the Bank may accept any document that appears on its face to be in order, without responsibility for further investigation. The determination of whether a drawing has been made under the Letter of Credit prior to the Expiration Date or whether a drawing made under the Letter of Credit is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon Account Parties to the extent permitted by law except only to the extent Account Parties proves that the Borrower and the Guarantor shall have a claim against such determination constituted gross negligence or willful misconduct of the Bank. Account Parties hereby waive any right to object to any payment made under the Letter of Credit with regard to a drawing that is in the form provided in the Letter of Credit, and but which varies with respect to punctuation, capitalization, spelling or similar matters of form. Notwithstanding the foregoing, the Bank shall be liable to the Borrower and the Guarantor, Account Parties for acts or events described in subsections (a) through (e) above to the extent extent, but only to the extent, of any direct, as opposed to indirect or special or consequential, damages damages, suffered by the Borrower or the Guarantor Account Parties which Account Parties proves were caused by by: (i) the gross negligence or willful misconduct of the Bank Bank, in determining whether documents presented a drawing made under the Letter of Credit complied complies with the terms of and conditions therefor stated in the Letter of Credit Credit, or (ii) wrongful the gross negligence or willful failure of the Bank to pay under the Letter of Credit after the presentation to it a drawing by the Bond Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure Credit; provided, however, that the maximum amount of damages recoverable by Account Parties as provided above is expressly limited to the Stated Amount of the Bank to conform to the requirements Letter of the Uniform Customs and Practice. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contraryCredit.

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 or proceeds of any draw thereunder. Neither the Bank nor any of its officers, directors, employees, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or its proceeds or for any acts or omissions of the Trustee or and any beneficiary or transferee in connection therewith; ; (b) the validity, sufficiency or genuineness of documents, inaccuracy of any of the statements or representations contained in drafts or certificates relating to such Letter of Credit or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (c) payment by the Bank against presentation of documents which do not strictly comply with the terms of the Letter of Credit, including failure of any documents to bear any reference ; or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; , except only that the Borrower and the Guarantor Company shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the GuarantorCompany, to the extent extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower or the Guarantor Company which were caused by (i) the Bank's willful misconduct or gross negligence or willful misconduct of the Bank in determining whether documents presented honoring a draft under the Letter of Credit complied with the terms of the Letter of Credit Credit, or (ii) the Bank's wrongful failure of the Bank to pay under the Letter of Credit after the presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and PracticeCredit. 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 to the contrary; provided, that if the International Division, Letter of Credit Section of the Bank shall receive written notification from the Trustee and the Company that documents conforming to the terms 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 hold the Bank harmless from such failure to honor.

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. Neither the Bank nor any of its officers, directors, employees, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee or and any beneficiary or transferee in connection therewith; ; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , except to the extent any invalidity relates to the execution of a document by the Bank; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (d) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; , except only that the Borrower and the Guarantor shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the GuarantorBorrower, to the extent extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower or which the Guarantor which were Borrower proves to have been caused by (i) the Bank's willful misconduct or gross negligence or willful misconduct of the Bank in determining whether documents presented under the Letter of Credit complied comply with the terms of the Letter of Credit or (ii) wrongful the Bank's willful failure of the Bank to pay under the Letter of Credit after the presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and PracticeCredit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Liability of the Bank. The Company assumes all risks of the acts or omissions of the Bond Trustee and any other 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, agents officers or consultants directors shall be liable or responsible for: : (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Bond Trustee or and any other beneficiary or transferee in connection therewith; ; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) endorsement thereon, even if such documents document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (d) any other circumstances whatsoever in any way related to the making or failure failing to make payment under the Letter of Credit; , except only that the Borrower and the Guarantor Company shall have a claim against the Bank, and the Bank shall be liable to the Borrower and the GuarantorCompany, to the extent but only to the extent, of any direct, as opposed to consequential, damages damages, suffered by the Borrower or Company which the Guarantor which Company proves were caused by the Bank's (i) the gross negligence or willful misconduct of the 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 to pay make lawful payment under the Letter of Credit after the presentation to it by the Bond Trustee or a successor trustee under the Indenture of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or (iii) any other failure of the Bank to conform to the requirements of the Uniform Customs and PracticeCredit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that reasonably appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.