Common use of Liability of the Purchaser Clause in Contracts

Liability of the Purchaser. The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Basket, at which time the Seller Indemnitees shall be entitled to recover Damages for all claims, including the Basket amount; provided that neither the Minimum Per Claim Amount nor the Basket shall apply to claims for breach of any Purchaser Fundamental Representation or to claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d). Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Basket. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap; provided that claims for breach of any Purchaser Fundamental Representation and claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d) shall not be included in the determination of whether the Representations and Warranties Cap has been reached. Notwithstanding anything to the contrary contained herein, the aggregate amount of all Damages for which the Purchaser shall be liable hereunder (other than for Claims based upon the Purchaser’s Fraud or with respect to Assumed Liabilities, which shall be uncapped) shall not exceed the Purchase Price.

Liability of the Purchaser. The Seller Indemnitees shall not be entitled With respect to indemnification under Section 8.2(a) (except the Purchaser, the Borrower assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Trustee, the Paying Agent or the Borrower in connection therewith; (ii) the validity, sufficiency 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, insufficient, fraudulent or forged; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any Purchaser Fundamental Representation documents to be true and correctbear any reference or adequate reference to this Agreement; (iv) until the Seller Indemnitees solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower shall have incurred (i) with respect to any Related Claims, Damages in excess of a claim against the Minimum Per Claim AmountPurchaser, and (ii) as to all such claims, Damages in excess of the Basket, at which time the Seller Indemnitees shall be entitled to recover Damages for all claims, including the Basket amount; provided that neither the Minimum Per Claim Amount nor the Basket shall apply to claims for breach of any Purchaser Fundamental Representation or to claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d). Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Basket. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap; provided that claims for breach of any Purchaser Fundamental Representation and claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d) shall not be included in the determination of whether the Representations and Warranties Cap has been reached. Notwithstanding anything to the contrary contained herein, the aggregate amount of all Damages for which the Purchaser shall be liable hereunder to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special, indirect or punitive damages (other than for Claims based upon the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by the Purchaser’s Fraud willful misconduct or gross negligence in connection with respect the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser may accept documents that appear on their face to Assumed Liabilitiesbe in order, which shall be uncapped) shall not exceed without responsibility for further investigation, regardless of any notice or information to the Purchase Pricecontrary.

Liability of the Purchaser. The Seller Indemnitees Neither the Purchaser nor any of its officers, directors, employees, representatives or agents shall not be entitled to indemnification under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) until the Seller Indemnitees shall have incurred liable or responsible for (i) with respect to any Related Claims, Damages in excess the use which may be made of the Minimum Per Claim AmountNote or this Agreement or for any acts, and omissions, errors, interruptions, delays in transmission, dispatch or delivery of any message or advice, however transmitted, of the Paying Agent in connection with this Agreement or the Note, (ii) as to all such claimsthe validity, Damages in excess sufficiency or genuineness of the Basketdocuments, at which time the Seller Indemnitees shall be entitled to recover Damages for all claims, including the Basket amount; provided that neither the Minimum Per Claim Amount nor the Basket shall apply to claims for breach or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged by any Person other than the Purchaser, (iv) payment by the Purchaser Fundamental Representation against presentation of documents which do not comply with the terms of this Agreement or a Request for Advance, or (v) any other circumstances whatsoever in making or failing to claims for indemnification with respect to any matter make payment under this Agreement or pursuant to Section 8.2(b)-(d). Damages related to Related Claims asserted by a Request for Advance; provided, however, that the Seller Indemnitees that do not meet Borrower shall have a claim against the Minimum Per Claim Amount shall not count toward the Basket. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap; provided that claims for breach of any Purchaser Fundamental Representation and claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d) shall not be included in the determination of whether the Representations and Warranties Cap has been reached. Notwithstanding anything to the contrary contained herein, the aggregate amount of all Damages for which the Purchaser shall be liable hereunder to the Borrower for any and all claims, damages, losses, liabilities and reasonable costs or expenses (other than for Claims based upon including reasonable attorney’s fees and expenses) suffered by the Borrower caused by (y) the Purchaser’s Fraud negligence or willful misconduct in determining whether documents presented under this Agreement comply with respect the terms of this Agreement or (z) the Purchaser’s failure to Assumed Liabilitiespay hereunder after the presentation to it of a Request for Advance strictly complying with the terms and conditions of this Agreement; provided further, which that the Purchaser shall in no event be uncapped) shall liable to the Borrower for punitive or consequential damages, and the Borrower hereby waives its right to receive any such damages. In furtherance and not exceed in limitation of the Purchase Priceforegoing, the Purchaser 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.

Liability of the Purchaser. The Seller Indemnitees shall not be entitled With respect to indemnification under Section 8.2(a) (except the Purchaser, each of the Borrower and the other Obligated Group Members assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Bond Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Master Trustee, the Bond Trustee, the Paying Agent, the Borrower and any other Obligated Group Member in connection therewith; (ii) the validity, sufficiency 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, insufficient, fraudulent or forged; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any Purchaser Fundamental Representation documents to be true bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower and correct) until the Seller Indemnitees other Obligated Group Members shall have incurred (i) with respect to any Related Claims, Damages in excess of a claim against the Minimum Per Claim AmountPurchaser, and (ii) as to all such claims, Damages in excess of the Basket, at which time the Seller Indemnitees shall be entitled to recover Damages for all claims, including the Basket amount; provided that neither the Minimum Per Claim Amount nor the Basket shall apply to claims for breach of any Purchaser Fundamental Representation or to claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d). Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Basket. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap; provided that claims for breach of any Purchaser Fundamental Representation and claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d) shall not be included in the determination of whether the Representations and Warranties Cap has been reached. Notwithstanding anything to the contrary contained herein, the aggregate amount of all Damages for which the Purchaser shall be liable hereunder to the Borrower and the Other Obligated Group Members, to the extent, but only to the extent (and without duplication), of any direct, as opposed to consequential, special, indirect or punitive damages (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower and the other than for Claims based upon Obligated Group Members), suffered by the Borrower, and the other Obligated Group Members, as applicable, which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 10.06 to be caused by the Purchaser’s Fraud willful misconduct or gross negligence in connection with respect the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser may accept documents that appear on their face to Assumed Liabilitiesbe in order, which shall be uncapped) shall not exceed without responsibility for further investigation, regardless of any notice or information to the Purchase Pricecontrary.