Common use of Limited Liability of Agent and Banks Clause in Contracts

Limited Liability of Agent and Banks. As among the Borrower, the Agent and the Banks, the Borrower assumes all risks of the acts or omissions of the beneficiaries of the Letter of Credit with respect to the use of the Letter of Credit. Neither the Agent nor any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for (a) the use that may be made of the Letter of Credit or any acts or omissions of any beneficiaries of the Letter of Credit in connection with the Letter of Credit, (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (c) payment by the LOC Issuer against presentation of any document that does not comply with the terms of the Letter of Credit, including failure of any document to bear any reference or adequate reference to the Letter of Credit, or (d) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Letter of Credit; provided, however, that the Borrower shall have a claim against the LOC Issuer, and the LOC Issuer shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the Borrower proves were the result of the LOC Issuer's willful misconduct or gross negligence in paying under the Letter of Credit or the LOC Issuer's willful or grossly negligent failure to pay under the Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit (unless the LOC Issuer in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such payment). In furtherance and not in limitation of the foregoing, the LOC Issuer may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Limited Liability of Agent and Banks. As among the Borrower, the Agent Agent, the Issuing Bank and the Banks, the Borrower assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve Letter of Credit with respect to the use of the Debt Service Reserve Letter of Credit. Neither the Agent nor the Issuing Bank nor any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for for: (a) the use that may be made of the Debt Service Reserve Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve Letter of Credit in connection with the Debt Service Reserve Letter of Credit, ; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (c) payment by the LOC Issuer Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve Letter of Credit, ; or (d) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve Letter of Credit; provided, however, that the Borrower shall have a claim against the LOC IssuerIssuing Bank, and the LOC Issuer Issuing Bank shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the Borrower proves were the result of the LOC IssuerIssuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the LOC IssuerIssuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of the Debt Service Reserve Letter of Credit (unless the LOC Issuer Issuing Bank in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such payment). In furtherance and not in limitation of the foregoing, the LOC Issuer Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.. ARTICLE

Limited Liability of Agent and Banks. As among the BorrowerCompany, the Agent and the BanksBanks (including the Issuing Bank), the Borrower Company assumes all risks of the acts or omissions of the beneficiaries of the PPA Letter of Credit with respect to the use of the PPA Letter of Credit. Neither the Agent nor any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for (ai) the use that may be made of the PPA Letter of Credit or any acts or omissions of any beneficiaries of the PPA Letter of Credit in connection with the PPA Letter of Credit, ; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the PPA Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (ciii) payment by the LOC Issuer Issuing Bank against presentation of any document that does not comply with the terms of the PPA Letter of Credit, including failure of any document to bear any reference or adequate reference to the PPA Letter of Credit, ; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the PPA Letter of Credit; providedPROVIDED, howeverHOWEVER, that the Borrower Company shall have a claim against the LOC IssuerIssuing Bank, and the LOC Issuer Issuing Bank shall be liable to the BorrowerCompany, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower Company that the Borrower Company proves were the result of the LOC IssuerIssuing Bank's willful misconduct or gross negligence in paying under the PPA Letter of Credit or the LOC IssuerIssuing Bank's willful or grossly negligent failure to pay under the PPA Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of the PPA Letter of Credit (unless the LOC Issuer Issuing Bank in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such payment). In furtherance and not in limitation of the foregoing, the LOC Issuer Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Limited Liability of Agent and Banks. As among the Borrower, the Agent Agent, the Issuing Bank and the Banks, the Borrower assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve Letter of Credit with respect to the use of the Debt Service Reserve Letter of Credit. Neither the Agent nor the Issuing Bank nor any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for for: (a) the use that may be made of the Debt Service Reserve Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve Letter of Credit in connection with the Debt Service Reserve Letter of Credit, ; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (c) payment by the LOC Issuer Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve Letter of Credit, ; or (d) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve Letter of Credit; provided, however, that the Borrower shall have a claim against the LOC IssuerIssuing Bank, and the LOC Issuer Issuing Bank shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the Borrower proves were the result of the LOC IssuerIssuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the LOC IssuerIssuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of the Debt Service Reserve Letter of Credit (unless the LOC Issuer Issuing Bank in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such payment). In furtherance and not in limitation of the foregoing, the LOC Issuer Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Limited Liability of Agent and Banks. As among the Borrower, the Agent and the Banks, the Borrower assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve Letter of Credit with respect to the use of the Debt Service Reserve Letter of Credit. Neither the Agent nor any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for (a) the use that may be made of the Debt Service Reserve Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve Letter of Credit in connection with the Debt Service Reserve Letter of Credit, ; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (c) payment by the LOC Issuer Initial Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve Letter of Credit, ; or (d) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve Letter of Credit; provided, however, that the Borrower shall have a claim against the LOC IssuerInitial Bank, and the LOC Issuer Initial Bank shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the Borrower proves were the result of the LOC IssuerInitial Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the LOC IssuerInitial Bank's willful or grossly negligent failure to pay under the Debt Service Reserve Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of the Debt Service Reserve Letter of Credit (unless the LOC Issuer Initial Bank in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such payment). In furtherance and not in limitation of the foregoing, the LOC Issuer Initial Bank may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.