Common use of Liability of the Banks Clause in Contracts

Liability of the Banks. Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agent, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent's, the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agent, the Banks and any Bank Affiliate. The Company assumes all risks of the acts or omissions of a Beneficiary or transferee of a Letter of Credit with respect to its use of the Letter of Credit. In furtherance of, and not in limitation of, the Agent's, the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Agent, the Banks or any Bank Affiliate, neither the Agent, the Banks nor any Bank Affiliate shall have any liability for and that the Company assumes all responsibility for: (a) the genuineness of any signature; (b) the form, correctness, validity, sufficiency, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit and the authority of the person signing the same; (c) the failure of any instrument to bear any reference or adequate reference to the Letter of Credit or the failure of any persons to note the amount of any instrument on the reverse of the Letter of Credit or to surrender the Letter of Credit or otherwise to comply with the terms and conditions of the Letter of Credit; (d) the good faith or acts of any Person other than the Agent, the Banks, any Bank Affiliate or any Bank Agents; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by the Agent in its sole and absolute discretion, which determination shall be conclusive and binding upon the Company.

Liability of the Banks. Any action, inaction or omission on Unless expressly set forth to the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agentcontrary herein, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent's, the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agent, the Banks and any Bank Affiliate. The Company assumes all risks of the acts or omissions of a Beneficiary each Trustee and any other beneficiary or transferee of a Letter the Letters of Credit with respect to its use of the Letter Letters of Credit. In furtherance of, and not in limitation of, Neither the Agent's, the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Agent, the Banks or any Bank Affiliate, neither the AgentL/C Issuers, the Banks nor any Bank Affiliate of their officers or directors shall have any liability for and that the Company assumes all responsibility be liable or responsible for: (a) the genuineness use that may be made of the Letters of Credit or any acts or omissions of any signatureTrustee and any other beneficiary or transferee in connection therewith; (b) the form, correctness, validity, sufficiencysufficiency or genuineness of documents, genuineness, falsification and legal effect or of any draftendorsement thereon, certification even if such documents should prove to be in any or other document required by a Letter of Credit and the authority of the person signing the sameall respects invalid, insufficient, fraudulent or forged; (c) payment by any L/C Issuer against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any instrument documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment, under any Letter of Credit, except that the Company shall have a claim against an L/C Issuer, and such L/C Issuer shall be liable to the Company, to the extent of any direct, as opposed to consequential, damages suffered by the Company that the Company proves were caused by (i) such L/C Issuer’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or the (ii) such L/C Issuer’s willful failure of any persons to note the amount of any instrument on the reverse of the make lawful payment under a Letter of Credit after the presentation to it by the Trustee or to surrender the Letter a successor trustee of Credit or otherwise to comply a draft and certificate strictly complying with the terms and conditions of the a Letter of Credit; (d) . In furtherance and not in limitation of the good faith or acts of any Person other than the Agentforegoing, the BanksL/C Issuers may accept documents that appear on their face to be in order, any Bank Affiliate or any Bank Agents; (e) the existencewithout responsibility for further investigation, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery regardless of any notice or other communication, however sent. The determination as to whether the required documents are presented prior information to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by the Agent in its sole and absolute discretion, which determination shall be conclusive and binding upon the Companycontrary.

Liability of the Banks. Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Each Credit issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agent, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent's, the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agent, the Banks and any Bank Affiliate. The Company Party assumes all risks of the acts or omissions of a Beneficiary the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee of a the Letter of Credit with respect to its use of the Letter of Credit. In furtherance of, and not in limitation ofNone of the Fronting Bank, the Agent's, the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Agent, the Banks or any Bank Affiliate, neither the Administrative Agent, the Banks nor any Bank Affiliate of their respective officers or directors shall have any liability for and that the Company assumes all responsibility be liable or responsible for: (a) the genuineness use which may be made of the Letter of Credit or any signatureacts or omissions of the Trustee, the Tender Agent, the Paying Agent and any other beneficiary or transferee in connection therewith; (b) the form, correctness, validity, sufficiencysufficiency or genuineness of documents, genuineness, falsification and legal effect or of any draftendorsement thereon, certification even if such documents should prove to be in any or other document required by a Letter of Credit and the authority of the person signing the sameall respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any instrument documents to bear any reference or adequate reference to the Letter of Credit Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the failure Letter of Credit, except that the Company shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the Company, to the extent of any persons direct, as opposed to note consequential, damages suffered by the amount Company which the Company proves were caused by (i) the Fronting Bank’s willful misconduct or gross negligence in determining whether documents presented under the Letter of any instrument on Credit are genuine or comply with the reverse terms of the Letter of Credit or (ii) the Fronting Bank’s willful or grossly negligent failure, as determined by a court of competent jurisdiction, to surrender make lawful payment under the Letter of Credit after the presentation to it by the Trustee or otherwise to comply the Paying Agent under the Indenture of a certificate strictly complying with the terms and conditions of the Letter of Credit; (d) . In furtherance and not in limitation of the good faith or acts of any Person other than the Agentforegoing, the BanksFronting Bank may accept original or facsimile (including telecopy) certificates presented under the Letter of Credit that appear on their face to be in order, any Bank Affiliate or any Bank Agents; (e) the existencewithout responsibility for further investigation, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery regardless of any notice or other communication, however sent. The determination as to whether the required documents are presented prior information to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by the Agent in its sole and absolute discretion, which determination shall be conclusive and binding upon the Companycontrary.

Liability of the Banks. Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the AgentAgents, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent'sAgents', the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the AgentAgents, the Banks and any Bank Affiliate. The Company assumes all risks of the acts or omissions of a Beneficiary or transferee of a Letter of Credit with respect to its use of the Letter of Credit. In furtherance of, and not in limitation of, the Agent'sAgents', the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the AgentAgents, the Banks or any Bank Affiliate, neither the AgentAgents, the Banks nor any Bank Affiliate shall have any liability for and that the Company assumes all responsibility for: (a) the genuineness of any signature; (b) the form, correctness, validity, sufficiency, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit and the authority of the person signing the same; (c) the failure of any instrument to bear any reference or adequate reference to the Letter of Credit or the failure of any persons to note the amount of any instrument on the reverse of the Letter of Credit or to surrender the Letter of Credit or otherwise to comply with the terms and conditions of the Letter of Credit; (d) the good faith or acts of any Person other than the AgentAgents, the Banks, any Bank Affiliate or any Bank Agents; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by the Administrative Agent in its sole and absolute discretion, which determination shall be conclusive and binding upon the Company.

Liability of the Banks. Any action, inaction or omission on the part of either Agent, any Bank or any Bank Affiliate under or in connection with a Letter of Credit issued hereunder or related instruments or documents, if not amounting to gross negligence or wanton or willful misconduct, shall be binding upon the Company, shall not place the Agent, the Banks or any Bank Affiliate under any liability to the Company or any Subsidiary, shall not affect, impair, or prevent the vesting of any of the Agent's, the Banks' or any Bank Affiliate's rights or powers hereunder or the Company's obligation to make full reimbursement to the Agent, the Banks and any Bank Affiliate. The Company assumes Obligors assume all risks of the acts or omissions of a Beneficiary each beneficiary or transferee of a Letter the Letters of Credit with respect to its their use of the Letter Letters of Credit. In furtherance of, and not in limitation ofNone of the Fronting Bank, the Agent's, the Banks' or any Bank Affiliate's rights and powers under the Uniform Customs and Practices, but subject to all other provisions of this Section 2.2., it is understood and agreed that, unless resulting from gross negligence or wanton or willful misconduct of the Agent, the Banks or any Bank Affiliate, neither the Administrative Agent, the Banks nor any Bank Affiliate of their respective officers or directors shall have any liability for and that the Company assumes all responsibility be liable or responsible for: (a) the genuineness use which may be made of the Letters of Credit or any signatureacts or omissions of each beneficiary or transferee in connection therewith; (b) the form, correctness, validity, sufficiencysufficiency or genuineness of documents, genuineness, falsification and legal effect or of any draftendorsement thereon, certification even if such documents should prove to be in any or other document required by a Letter of Credit and the authority of the person signing the sameall respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Bank against presentation of documents which do not comply with the terms of the Letters of Credit, including failure of any instrument documents to bear any reference or adequate reference to the Letter Letters of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letters of Credit, except that the Obligors shall have a claim against the Fronting Bank and the Fronting Bank shall be liable to the Obligors, to the extent of any direct, as opposed to consequential, damages suffered by the Obligors which the Obligors prove were caused by (i) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under the Letters of Credit are genuine or comply with the terms of the Letters of Credit or (ii) the failure Fronting Bank's willful or grossly negligent failure, as determined by a court of any persons competent jurisdiction, to note make lawful payment under the amount of any instrument on the reverse of the Letter Letters of Credit or after the presentation to surrender the Letter it of Credit or otherwise to comply a certificate strictly complying with the terms and conditions of the Letter Letters of Credit; (d) . In furtherance and not in limitation of the good faith or acts of any Person other than the Agentforegoing, the BanksFronting Bank may accept original or facsimile (including telecopy) certificates presented under the Letters of Credit that appear on their face to be in order, any Bank Affiliate or any Bank Agents; (e) the existencewithout responsibility for further investigation, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery regardless of any notice or other communication, however sent. The determination as to whether the required documents are presented prior information to the expiration of a Letter of Credit issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit shall be made by the Agent in its sole and absolute discretion, which determination shall be conclusive and binding upon the Companycontrary.