Common use of No Liability of the Bank Clause in Contracts

No Liability of the Bank. The Company agrees that the Bank shall have no liability or responsibility for the acts or omissions of the Bond Trustee or the Remarketing Agent in respect of the use of this Agreement or any Liquidity Drawings funded by the Bank under the Letter of Credit. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Bond Trustee or the Remarketing Agent which results in the failure of the Bond Trustee to effect a Liquidity Drawing to or to comply with the applicable provisions of the Bond Indenture or any other Related Document. 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 Bond Trustee, any agent of the Bond 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; except only that the Company shall have a claim against the Bank and the Bank shall be liable to the Company to the extent of any direct, as distinguished from consequential or punitive (the right to receive consequential or punitive damages being hereby waived), damages suffered by the Company when the Company proves such were caused by the Bank’s gross negligence or willful failure to make payment under the Letter of Credit in accordance with its terms as determined by a court of competent jurisdiction in a final, non-appealable judgment thereof. 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 contrary. 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 Company, the Bond 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.

No Liability of the Bank. The Company agrees that the Bank shall have no liability or responsibility for Borrower assumes all risks of the acts or omissions of the Bond Trustee any beneficiary or the Remarketing Agent in transferee of any Letter of Credit with respect of the to its use of this Agreement or any Liquidity Drawings funded by the Bank under the such Letter of Credit. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Bond Trustee or the Remarketing Agent which results in the failure of the Bond Trustee to effect a Liquidity Drawing to or to comply with the applicable provisions of the Bond Indenture or any other Related Document. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (ai) the use which that may be made of the any Letter of Credit or for any acts or omissions of the Bond Trustee, any agent of the Bond Trustee and any beneficiary or transferee beneficiary in connection therewith; (bii) the validity validity, sufficiency or genuineness of documentsDocuments, or of any endorsement(s) endorsement thereon, even if such documents Documents should in fact prove to be in any or all respects invalid, fraudulent or forged; (ciii) payment by the Bank against presentation presentment of documents which that do not comply with the terms of the a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (div) any other circumstances whatsoever in making or failing to make payment under the any Letter of Credit; , except only that the Company Borrower shall have a claim against the Bank Bank, and the Bank shall be liable to the Company Borrower, to the extent of any direct, as distinguished from consequential or punitive (the right to receive consequential or punitive damages being hereby waived)but not consequential, damages suffered by the Company when Borrower that the Company Borrower proves such were caused by (A) the Bank’s 's willful misconduct or gross negligence in determining whether documents presented under any Standby Letter of Credit comply with the terms of the Letter of Credit, or (B) the Bank's willful failure to make lawful payment under a Letter of Credit after presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit in accordance with its terms as determined by a court of competent jurisdiction in a final, non-appealable judgment thereofCredit. 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 contrary. 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 Company, the Bond 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.

No Liability of the Bank. The Company agrees that the Bank shall have no liability or responsibility for Borrower assumes all risks of the acts or omissions of the Bond Trustee any beneficiary or the Remarketing Agent in transferee of any Standby Letter of Credit with respect of the to its use of this Agreement or any Liquidity Drawings funded by the Bank under the such Standby Letter of Credit. The Bank shall have no responsibility for, nor incur any liability in respect of, any act, or any failure to act, by the Bond Trustee or the Remarketing Agent which results in the failure of the Bond Trustee to effect a Liquidity Drawing to or to comply with the applicable provisions of the Bond Indenture or any other Related Document. Neither the Bank nor any of its officers or directors shall be liable or responsible for: (ai) the use which that may be made of the any Standby Letter of Credit or for any acts or omissions of the Bond Trustee, any agent of the Bond Trustee and any beneficiary or transferee beneficiary in connection therewith; (bii) the validity validity, sufficiency or genuineness of documentsDocuments, or of any endorsement(s) endorsement thereon, even if such documents Documents should in fact prove to be in any or all respects invalid, fraudulent or forged; (ciii) payment by the Bank against presentation presentment of documents which Documents that do not comply with the terms of the a Standby Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Standby Letter of Credit; or (div) any other circumstances whatsoever in making or failing to make payment under the any Standby Letter of Credit; , except only that the Company Borrower shall have a claim against the Bank Bank, and the Bank shall be liable to the Company Borrower, to the extent of any direct, as distinguished from consequential or punitive (the right to receive consequential or punitive damages being hereby waived)but not consequential, damages suffered by the Company when Borrower that the Company Borrower proves such were caused by (A) the Bank’s 's willful misconduct or gross negligence in determining whether documents presented under any Standby Letter of Credit comply with the terms of the Standby Letter of Credit, or (B) the Bank's willful failure to make lawful payment under the a Standby Letter of Credit in accordance after presentation to it of a draft and certificates strictly complying with its the terms as determined by a court and conditions of competent jurisdiction in a final, non-appealable judgment thereofthe Standby Letter of 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 contrary. 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 Company, the Bond 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.

No Liability of the Bank. The Company agrees that the Bank shall have no liability or responsibility for Borrower assumes all risks of the acts or omissions of the Bond Trustee any beneficiary or the Remarketing Agent in transferee of any Letter of Credit with respect of to the use of such Letter of Credit, and Borrower’s obligations with respect to L/C Disbursements shall be absolute, unconditional and irrevocable, irrespective of: (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) the existence of any dispute, claim, setoff, defense or other right that Borrower or any other Person may have against the beneficiary under any Letter of Credit, the Bank or any other Person, whether in connection with this Agreement, any other Financing Agreement or any Liquidity Drawings funded other related or unrelated agreement or transaction; (iii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Bank under a Letter of Credit against presentation of a draft or other documents that substantially complies in all material respects with the terms of such Letter of Credit; and (v) any error, omission, interruption or delay in any transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The foregoing shall not be construed to excuse the Bank shall have no responsibility forfrom liability to Borrower to the extent of any direct damages (as opposed to consequential damages, nor incur any liability claims in respect of, any act, or any failure of which are hereby waived by Borrower to act, the extent permitted by the Bond Trustee or the Remarketing Agent which results in the failure of the Bond Trustee to effect a Liquidity Drawing to or to comply with the applicable provisions of the Bond Indenture or any other Related Document. Neither the Bank nor any of its officers or directors shall be liable or responsible for: law) suffered by Borrower that are caused by (ax) the use which may be made of the Bank’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit or for any acts or omissions of the Bond Trustee, any agent of the Bond 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 or (y) the Bank’s willful failure to make lawful payment under a Letter of any Credit after presentation to it of a draft or documents to bear any reference or adequate reference to strictly complying with the terms and conditions of the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; except only . It is understood that the Company shall have a claim against the Bank and the Bank shall be liable may, subject to the Company to the extent standard of any direct, as distinguished from consequential or punitive (the right to receive consequential or punitive damages being hereby waived), damages suffered by the Company when the Company proves such were caused by the Bank’s gross negligence or willful failure to make payment under the Letter of Credit in accordance with its terms as determined by a court of competent jurisdiction in a finalmisconduct, non-appealable judgment thereof. 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 contrary. The Bank is hereby expressly authorized and directed to honor contrary and, in making any demand for payment which is made under the any Letter of Credit without regard to, and without any duty (1) the Bank’s exclusive reliance on its part the documents presented to inquire into the existence of, any disputes or controversies between or among the Company, the Bond Trustee, any transferee beneficiary of the it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other Person document presented pursuant to such Letter of Credit proves to be forged or the respective rights, duties invalid or liabilities of any of them, statement therein proves to be inaccurate or whether any facts or occurrences represented untrue in any respect whatsoever and (2) any noncompliance in any immaterial respect of the documents presented under the such Letter of Credit are true and correctwith the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Bank.