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

Limited Liability of Agent and Banks. As among the Company, the Agent and the Banks (including the Issuing Bank), the Company assumes all risks of the acts or omissions of the beneficiaries of the CP Letter of Credit with respect to the use of the 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 (i) the use that may be made of the CP Letter of Credit or any acts or omissions of any beneficiaries of the CP Letter of Credit in connection with the CP Letter of Credit; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the 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; (iii) payment by the Issuing Bank against presentation of any document that does not comply with the terms of the CP Letter of Credit, including failure of any document to bear any reference or adequate reference to the CP Letter of Credit; or (iv) any other circumstance whatsoever in making, delaying to make or failing to make payment under the CP Letter of Credit; provided, however, that the Company shall have a claim against the Issuing Bank, and the Issuing Bank 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 the result of the Issuing Bank's willful misconduct or gross negligence in paying under the CP Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the 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 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 CompanyPartnership, the Agent and the Banks (including the Issuing Bank), the Company Partnership assumes all risks of the acts or omissions of the beneficiaries of the CP PPA Letter of Credit with respect to the use of the CP 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 (i) the use that may be made of the CP PPA Letter of Credit or any acts or omissions of any beneficiaries of the CP PPA Letter of Credit in connection with the CP PPA Letter of Credit; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the CP 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; (iii) payment by the Issuing Bank against presentation of any document that does not comply with the terms of the CP PPA Letter of Credit, including failure of any document to bear any reference or adequate reference to the CP PPA Letter of Credit; or (iv) any other circumstance whatsoever in making, delaying to make or failing to make payment under the CP PPA Letter of Credit; providedPROVIDED, however, that the Company Partnership shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the CompanyPartnership, to the extent of any direct, as opposed to consequential, damages suffered by the Company Partnership that the Company Partnership proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the CP PPA Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the CP 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 CP 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 CompanyBorrower, the Agent and the Banks (including the Issuing Bank)Banks, the Company Borrower assumes all risks of the acts or omissions of the beneficiaries of the CP Debt Service Reserve Letter of Credit with respect to the use of the CP 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: (ia) the use that may be made of the CP Debt Service Reserve Letter of Credit or any acts or omissions of any beneficiaries of the CP Debt Service Reserve Letter of Credit in connection with the CP Debt Service Reserve Letter of Credit; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the CP 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; (iiic) payment by the Issuing Bank against presentation of any document that does not comply with the terms of the CP Debt Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the CP Debt Service Reserve Letter of Credit; or (ivd) any other circumstance whatsoever in making, delaying to make or failing to make payment under the CP Debt Service Reserve Letter of Credit; providedPROVIDED, howeverHOWEVER, that the Company Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the CompanyBorrower, to the extent of any direct, as opposed to consequential, damages suffered by the Company Borrower that the Company Borrower proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the CP Debt Service Reserve Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the CP 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 CP 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 CompanyBorrower, the Agent and the Banks (including the Issuing Bank)Banks, the Company Borrower assumes all risks of the acts or omissions of the beneficiaries of the CP Debt Service Reserve Letter of Credit with respect to the use of the CP 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: (ia) the use that may be made of the CP Debt Service Reserve Letter of Credit or any acts or omissions of any beneficiaries of the CP Debt Service Reserve Letter of Credit in connection with the CP Debt Service Reserve Letter of Credit; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted in connection with the CP 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; (iiic) payment by the Issuing Bank against presentation of any document that does not comply with the terms of the CP Debt Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the CP Debt Service Reserve Letter of Credit; or (ivd) any other circumstance whatsoever in making, delaying to make or failing to make payment under the CP Debt Service Reserve Letter of Credit; provided, however, that the Company Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the CompanyBorrower, to the extent of any direct, as opposed to consequential, damages suffered by the Company Borrower that the Company Borrower proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the CP Debt Service Reserve Letter of Credit or the Issuing Bank's willful or grossly negligent failure to pay under the CP 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 CP 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.