Common use of Liability of the Bank Clause in Contracts

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 or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any transferee beneficiary in connection therewith; (b) the validity 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, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that the District shall have a claim against the Bank, and the Bank shall be liable to the District, to the extent of any direct compensatory, as opposed to consequential, damages suffered by the 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 Bank’s willful or grossly negligent payment under the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.

Liability of the Bank. The District Borrower, to the extent permitted by applicable law, assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Credit Facility Trustee and any beneficiary or 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 officers, directors, employees, agents or directors 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, Credit Facility Trustee or any agent of the Trustee and any beneficiary or transferee beneficiary in connection therewith; ; (b) the validity 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 or (d) any other circumstances whatsoever in any way related to the making or failing failure to make payment under the Letter of Credit; provided, however, except only that the District Borrower shall have a claim against the Bank, and the Bank shall be liable to the DistrictBorrower, to the extent but only to the extent, of any direct compensatorydirect, as opposed to consequential, consequential damages suffered by the District Borrower which are determined the Borrower proves were caused by a final judgment (i) willful misconduct or gross negligence of a court the Bank in determining whether documents presented under the Letter of competent jurisdiction to have resulted from Credit complied with the Bank’s terms of the Letter of Credit or (ii) willful failure of the Bank to pay under the Letter of Credit after the presentation to it by the Credit Facility Trustee of a certificate strictly complying with the terms and conditions of the Letter of Credit or the Bank’s willful or grossly negligent payment under the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.or

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 or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any transferee beneficiary in connection therewith; (b) the validity or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be be. in any or all respects invalid, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, ; including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that the District shall have a claim against the Bank, and the Bank shall be liable to the District, to the extent of any direct compensatory, as opposed to consequential, damages suffered by the 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 Bank’s willful or grossly negligent payment under the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.

Liability of the Bank. The District assumes For the exclusive benefit of the Bank and as between the Bank and the Borrowers only, the Borrowers assume all risks of 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, or any agent of the Trustee, Trustee and any transferee beneficiary of the Letter Letters of Credit with respect to its the Trustee's or such transferee's use of the Letter Letters of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (ai) the use which may be made of the Letter Letters of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any such transferee beneficiary in connection therewith; (bii) the validity validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (ciii) payment by the Bank under the Letters of Credit against presentation presentment of documents which do not strictly comply with the terms of the Letter Letters of Credit, including but not limited to, failure of any documents to bear any reference or adequate reference to the Letter Letters of Credit; or (div) any other circumstances whatsoever in making or failing to make payment under the Letter Letters of Credit; provided, however, except only that the District Borrowers shall have a claim against the Bank, and the Bank shall be liable to the DistrictBorrowers, to the extent extent, but only to the extent, of any direct compensatory, as opposed to consequential, damages suffered by the District Borrowers which are determined were caused by a final judgment of a court of competent jurisdiction to have resulted from (A) the Bank’s 's willful misconduct or gross negligence in determining whether documents presented under the Letters of Credit comply with the terms of the Letters of Credit or (B) the Bank's willful or negligent failure to pay under the Letter Letters of Credit after the presentation to it by the Trustee of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit or the Bank’s willful or grossly negligent payment under the Letter Letters of Credit. The Bank is hereby expressly authorized In furtherance and directed to honor any demand for payment which is made under not in limitation of 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 Districtforegoing, the CountyBank may accept documents that appear on their face to be in order, the Statewithout responsibility for further investigation, the Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities regardless of any of them, notice or whether any facts or occurrences represented in any of information to the documents presented under the Letter of Credit are true and correctcontrary.

Liability of the Bank. The District With respect to the Bank, the Borrower assumes any and all risks of with respect to the acts or omissions of the Trustee, or any agent each of the Trustee, the Paying Agent, the Collateral Agent, the Remarketing Agent and any transferee beneficiary of the Letter of Credit and any other Person in connection with respect to its or their use of the Letter of CreditCredit or of any amounts made available by the Bank thereunder. Neither the Bank Bank, its Affiliates or any Participant, nor any of its officers their respective officers, directors, employees or directors agents shall be liable or responsible forfor any of the following: (a) the use which that may be made of the Letter of Credit or any amounts made available by the Bank thereunder or for any acts or omissions of the Trustee, the Paying Agent, the Borrower, the Remarketing Agent or any agent of the Trustee and any transferee beneficiary other Person in connection therewithwith the Letter of Credit or the use of its proceeds; (b) any of the validity acts, omissions, agreements, circumstances or conditions covered by the indemnification provided in Section 8.04 hereof, (c) any act or omission of the Bank; (d) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (ce) 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 (df) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, howeverthat, that the District Borrower shall have a claim against the Bank, and the Bank shall be liable to the DistrictBorrower, to the extent extent, but only to the extent, of any direct compensatorydirect, as opposed to actual damages, but expressly not for any lost profits or any consequential, special, indirect or punitive damages (the right to recover or receive lost profits, consequential, special, indirect or punitive damages being hereby waived), suffered by the District Borrower and not required to be mitigated by the Borrower, which direct, actual damages are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from been directly caused by (i) the Bank’s fraud, willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms thereof or (ii) the Bank’s willful failure to pay under the Letter of Credit after the presentation to it by the Trustee or Paying Agent (or a successor trustee or Paying Agent under the Indenture in accordance with its terms) of a draft and certificate strictly complying with the terms and conditions thereof; provided, however, that the maximum amount of damages recoverable by the Borrower as provided above is expressly limited to the stated amount of the Letter of Credit or as of the Bank’s willful or grossly negligent payment under date of issuance thereof. In furtherance and not in limitation of the Letter of Credit. The Bank is hereby expressly authorized and 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 Districtforegoing, the CountyBank may accept documents that appear on their face to be in order, the Statewithout responsibility for further investigation, the Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities regardless of any of them, notice or whether any facts or occurrences represented in any of information to the documents presented under the Letter of Credit are true and correctcontrary.

Liability of the Bank. The District Borrower assumes all risks of the --------------------- acts or omissions of the Trustee, or any agent of the Trustee, Trustee and any transferee beneficiary 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 officers, employees, agents or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any transferee beneficiary of the Letter of Credit in connection therewith; (b) the validity validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that anything in the District preceding clauses (a) (b), (c) and (d) to the contrary notwithstanding, the Borrower shall have a claim against the Bank, and the Bank shall be liable to the DistrictBorrower, to the extent extent, but only to the extent, of any direct compensatorydirect, as opposed to consequential, damages suffered by the District Borrower which are determined the Borrower proves were caused by a final judgment of a court of competent jurisdiction to have resulted from (i) the Bank’s 's willful misconduct or gross negligence or (ii) the Bank's willful failure to pay under the Letter of Credit after the presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit or the Bank’s willful or grossly negligent payment under the Letter of Credit. The In furtherance and not in limitation of the foregoing, the Bank is hereby expressly authorized and directed may accept documents that appear on their face to honor be in order, without responsibility for further investigation, regardless of any demand for payment which is made under notice or information to the contrary; provided, however, that if the Bank shall receive -------- ------- written notification at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, Attention: Letter of Credit without regard toDepartment (with a copy to the Bank at 000 X Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attn: Commercial Markets Group) from both the Trustee and without any duty on its part the Borrower that sufficiently identified (in the reasonable opinion of the Bank) documents to inquire into be presented to the existence of, any disputes or controversies between or among the DistrictBank are not to be honored, the CountyBank agrees that, upon being indemnified to its satisfaction by the StateTrustee and the Borrower, the Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the it will not honor such documents presented under the Letter of Credit are true and correctthereafter.

Liability of the Bank. The District assumes Account Parties assume all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Bond 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 or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Bond Trustee and any beneficiary or transferee beneficiary in connection therewith; (b) any reference which may be made to this Reimbursement Agreement or the validity 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, 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 (de) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided. Without limiting the foregoing, howeverthe 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 the District 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 District, 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 compensatorydirect, as opposed to indirect or special or consequential, damages damages, suffered by Account Parties which Account Parties proves were caused by: (i) the District which are determined by a final judgment gross negligence or willful misconduct of a court of competent jurisdiction to have resulted from the Bank’s , in determining whether a drawing made under the Letter of Credit complies with the terms and conditions therefor stated in the Letter of Credit, or (ii) 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 of a certificate strictly complying with the terms and conditions of the Letter of Credit or Credit; provided, however, that the Bank’s willful or grossly negligent payment under maximum amount of damages recoverable by Account Parties as provided above is expressly limited to the Stated Amount of the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.

Liability of the Bank. The District Except as otherwise expressly set forth in this Agreement, the Company assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Trustee and any beneficiary or 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 or directors shall be liable or responsible for: : (a) the use or misuse which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any beneficiary or transferee beneficiary in connection therewith; ; (b) the validity validity, accuracy, sufficiency or genuineness of documents, or of any endorsement(s) endorsement thereon, even if such documents should in fact shall prove to be in any or all respects invalid, inaccurate, insufficient, fraudulent or forged; ; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or or (d) failure of the beneficiary of the Letter of Credit to comply fully with conditions required in order to draw upon the Letter of Credit; or (e) 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; or (f) errors in interpretation of technical terms; or (g) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under the Letter of Credit or of the proceeds thereof; or (h) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing thereunder; or (i) any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Acts (as defined in Section 7.6); or (j) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, EXCEPT that the District Company shall have a claim against the Bank, and the Bank shall be liable to the District, Company to the extent of any direct compensatorydirect, as opposed to consequential, damages suffered by the District Company 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 Company proves were caused by the Trustee of a certificate strictly complying with the terms and conditions willful misconduct or gross negligence of the Letter of Credit Bank in determining whether a draft or the Bank’s willful or grossly negligent payment under the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents certificate presented under the Letter of Credit are true complied with the terms of the Letter of Credit. In furtherance and correctnot 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 District Between the Company and the Bank, the Company assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Trustee and any transferee beneficiary of the Letter of Credit with respect to its use of the Letter of CreditCredit or its proceeds. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any of the proceeds thereof, or for any acts or omissions of the Trustee, any agent of the Trustee and any transferee beneficiary in connection therewith; (b) the validity 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, 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 (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, that except the District Company shall have a claim against the Bank, and the Bank shall be liable to the DistrictCompany, to the extent, but only to the extent of any direct compensatorydirect, as opposed to consequential, damages suffered by the District Company which are determined the Company proves were caused by a final judgment of a court of competent jurisdiction to have resulted from (i) the Bank’s 's willful misconduct or gross negligence in honoring a draft under the Letter of Credit, or (ii) the Bank's willful failure to pay under the Letter of Credit after the presentation to it by the Trustee (or a successor trustee under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit 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 to the contrary unless actually received by the Bank’s willful or grossly negligent payment under ; provided, that if the Letter of Credit. The Bank is hereby expressly authorized shall receive written notification from both the Trustee and directed the Company that documents conforming 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 terms of the Letter of Credit or any other Person or to be presented to the respective rightsBank are not to be honored, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the Bank agrees that it will not honor such documents presented under and the Letter of Credit are true Company shall indemnify and correcthold the Bank harmless from such failure to honor.

Liability of the Bank. The District Company assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Beneficiary and any transferee beneficiary of the any Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the any Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and Beneficiary or any transferee beneficiary in connection therewith; (b) the validity validity, sufficiency or genuineness of documents, or of any endorsement(s) endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply 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; or (d) any other circumstances whatsoever in making or failing to make payment under the any Letter of Credit; provided, however, provided that the District Company shall have a claim against the Bank, and the Bank shall be liable to the DistrictCompany, to the extent of any direct compensatorydirect, as opposed to consequential, damages suffered by the District Company which are determined the Company proves were caused by a final judgment of a court of competent jurisdiction to have resulted from (i) the Bank’s 's willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit, or (ii) the Bank's negligence in failing to make or willful failure to pay make lawful payment under the Letter of Credit after the presentation to it by the Trustee Beneficiary of a certificate strictly complying with the terms and conditions of the Letter of Credit or the Bank’s willful or grossly negligent payment under the Letter of Credit. The Bank is hereby expressly authorized In furtherance and directed to honor any demand for payment which is made under not in limitation of 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 Districtforegoing, the CountyBank may accept documents that appear on their face to be in order, the Statewithout responsibility for further investigation, the Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities regardless of any of them, notice or whether any facts or occurrences represented in any of information to the documents presented under the Letter of Credit are true and correctcontrary.

Liability of the Bank. The District Obligor assumes all risks of the acts or omissions of the Trustee, or any agent of the Trustee, Trustee and any beneficiary or 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 or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of the Trustee, any agent of the Trustee and any beneficiary or transferee beneficiary in connection therewith; (b) the validity validity, sufficiency or genuineness of documents, or of any endorsement(s) thereonthereof, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank in good faith made against presentation of documents which do not comply fully with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, however, except only that the District Obligor shall have a claim against the Bank, and the Bank shall be liable to the DistrictObligor, to the extent extent, but only to the extent, of any direct compensatorydirect, as opposed to consequential, damages suffered by the District Obligor which are determined the Obligor proves were caused by a final judgment of a court of competent jurisdiction to have resulted from (i) the Bank’s 's willful misconduct or gross negligence or (ii) the Bank's willful or grossly negligent failure 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 Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Bank’s willful contrary. This paragraph shall not diminish or grossly negligent payment act to exonerate the Trustee from the performance of its obligations and responsibilities established under the Letter of Credit. The Bank is hereby expressly authorized and 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 Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correctTrust Indenture.