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 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 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 Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing 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 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 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 BorrowerPartnership, the Agent and the BanksBanks (including the Issuing Bank), the Borrower Partnership assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve DSR Letter of Credit with respect to the use of the Debt Service Reserve DSR 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: for (ai) the use that may be made of the Debt Service Reserve DSR Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve DSR Letter of Credit in connection with the Debt Service Reserve DSR Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve DSR 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve DSR Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve DSR Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve DSR Letter of Credit; PROVIDED, HOWEVER, that the Borrower Partnership shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the BorrowerPartnership, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower Partnership that the Borrower Partnership proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve DSR Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve DSR 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 DSR Letter of Credit (unless the 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 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: (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 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; PROVIDEDprovided, HOWEVERhowever, that the Borrower shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing 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 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 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 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 Debt Service Reserve CP Letter of Credit with respect to the use of the Debt Service Reserve CP 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: for (ai) the use that may be made of the Debt Service Reserve CP Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve CP Letter of Credit in connection with the Debt Service Reserve CP Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve CP 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve CP Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve CP Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve CP Letter of Credit; PROVIDEDprovided, HOWEVERhowever, that the Borrower Company shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve CP Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve CP 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 CP Letter of Credit (unless the 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 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: 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 Issuing Bank LOC Issuer 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; PROVIDEDprovided, HOWEVERhowever, that the Borrower shall have a claim against the Issuing BankLOC Issuer, and the Issuing Bank 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 Issuing BankLOC Issuer's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing BankLOC Issuer'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 Issuing Bank 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 Issuing Bank 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 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 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; PROVIDEDprovided, HOWEVERhowever, that the Borrower shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing 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 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 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: 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 Issuing 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; PROVIDEDprovided, HOWEVERhowever, notwithstanding anything in this Agreement to the contrary, that the Borrower shall have a claim against the Issuing Initial Bank, and the Issuing 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 Issuing Initial Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing Initial 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 Issuing 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 Issuing 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.

Limited Liability of Agent and Banks. As among the BorrowerPartnership, the Agent and the BanksBanks (including the Issuing Bank), the Borrower Partnership assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve PPA Letter of Credit with respect to the use of the Debt Service Reserve 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: for (ai) the use that may be made of the Debt Service Reserve PPA Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve PPA Letter of Credit in connection with the Debt Service Reserve PPA Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve PPA Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve PPA Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve PPA Letter of Credit; PROVIDED, HOWEVERhowever, that the Borrower Partnership shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the BorrowerPartnership, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower Partnership that the Borrower Partnership proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve PPA Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve 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 Debt Service Reserve PPA Letter of Credit (unless the 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 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 Letters of Credit with respect to the use of the Debt Service Reserve Letter Letters of Credit. Neither the Agent 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 Letters of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve Letter Letters of Credit in connection with the Debt Service Reserve Letter Letters of Credit; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve Letter Letters 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 Issuing Initial Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve Letter Letters of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve Letter appropriate Letters of Credit; or (d) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve Letter Letters of Credit; PROVIDEDCredit provided however, HOWEVERnotwithstanding anything in this Agreement to the contrary, that the Borrower shall have a claim against the Issuing Initial Bank, and the Issuing 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 Issuing Initial Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter Letters of Credit or the Issuing Initial Bank's willful or grossly negligent failure to pay under the Debt Service Reserve Letter Letters 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 Letters of Credit (unless the Issuing 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 Issuing 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.

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: (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 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; PROVIDEDprovided, HOWEVERhowever, that the Borrower shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing 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 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 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 VIII

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 Debt Service Reserve PPA Letter of Credit with respect to the use of the Debt Service Reserve 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: for (ai) the use that may be made of the Debt Service Reserve PPA Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve PPA Letter of Credit in connection with the Debt Service Reserve PPA Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve PPA Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve PPA Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve PPA Letter of Credit; PROVIDED, HOWEVER, that the Borrower Company shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve PPA Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve 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 Debt Service Reserve PPA Letter of Credit (unless the 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 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 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 Debt Service Reserve DSR Letter of Credit with respect to the use of the Debt Service Reserve DSR 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: for (ai) the use that may be made of the Debt Service Reserve DSR Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve DSR Letter of Credit in connection with the Debt Service Reserve DSR Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve DSR 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve DSR Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve DSR Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve DSR Letter of Credit; PROVIDEDprovided, HOWEVERhowever, that the Borrower Company shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve DSR Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve DSR 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 DSR Letter of Credit (unless the 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 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 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 Debt Service Reserve DSR Letter of Credit with respect to the use of the Debt Service Reserve DSR 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: for (ai) the use that may be made of the Debt Service Reserve DSR Letter of Credit or any acts or omissions of any beneficiaries of the Debt Service Reserve DSR Letter of Credit in connection with the Debt Service Reserve DSR Letter of Credit; (bii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the Debt Service Reserve DSR 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 Issuing Bank against presentation of any document that does not comply with the terms of the Debt Service Reserve DSR Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve DSR Letter of Credit; or (div) any other circumstance whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve DSR Letter of Credit; PROVIDED, HOWEVER, that the Borrower Company shall have a claim against the Issuing Bank, and the 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 Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve DSR Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the Debt Service Reserve DSR 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 DSR Letter of Credit (unless the 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 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: 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 Issuing 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; PROVIDEDprovided, HOWEVERhowever, that the Borrower shall have a claim against the Issuing Initial Bank, and the Issuing 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 Issuing Initial Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing Initial 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 Issuing 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 Issuing 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.