Common use of Limitation on Liability of Certain Persons Clause in Contracts

Limitation on Liability of Certain Persons. No recourse under or upon any obligation or covenant of this Agreement or any Series Supplement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of any Seller or of any successor corporation, either directly or through such Seller, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred hereunder and thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholders, officers or directors, as such, of any Seller or of any successor corporation to such Seller, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants contained in this Agreement, any Series Supplement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance of such Certificates. Any Seller and any director or officer or employee or agent of any Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

Limitation on Liability of Certain Persons. No recourse under or upon any obligation or covenant of this Agreement or any Series Supplement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of any Seller the Transferor or of any successor corporation, either directly or through such Sellerthe Transferor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred hereunder and thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholders, officers or directors, as such, of any Seller the Transferor or of any successor corporation to such Sellerthe Transferor, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants contained in this Agreement, any Series Supplement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance of such Certificates. Any Seller The Transferor and any director or officer or employee or agent of any Seller the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

Limitation on Liability of Certain Persons. No Except as provided in Section 7.7 hereof, no recourse under or upon any obligation or covenant of this Agreement or any Series SupplementAgreement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholdershareholder, officer or director, as such, past, present or future, of any Seller the Transferor or of any successor corporation, either directly or through such Sellerthe Transferor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred issued hereunder and thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholdersshareholders, officers or directors, as such, of any Seller or of any successor corporation to such Sellerthe Transferor, or any of them, because of the creation issuance of the indebtedness hereby authorizedCertificates, or under or by reason of the obligations obligations, covenants or covenants agreements contained in this Agreement, any Series Supplement Agreement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholdershareholder, officer or director, as such, because of the creation issuance of the indebtedness hereby authorizedCertificates, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance of such the Certificates. Any Seller The Transferor and any director or officer or director, officer, employee or agent of any Seller the Transferor may rely in good faith on any document of any kind prima facie ----- ----- properly executed and submitted by any Person respecting any matters arising hereunder.

Limitation on Liability of Certain Persons. No Except as ------------------------------------------ provided in Section 9.08 hereof, no recourse under or upon any obligation or ------------ covenant of this Agreement or any Series SupplementAgreement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholdershareholder, officer or director, as such, past, present or future, of any the Seller or of any successor corporation, either directly or through such the Seller, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwiseotherwise other than for the willful misconduct or bad faith of any such person; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred issued hereunder and thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholdersshareholders, officers or directors, as such, of any Seller or of any successor corporation to such the Seller, or any of them, because of the creation issuance of the indebtedness hereby authorizedCertificates, or under or by reason of the obligations obligations, covenants or covenants agreements contained in this Agreement, any Series Supplement Agreement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholdershareholder, officer or director, as such, because of the creation issuance of the indebtedness hereby authorizedCertificates, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance of such the Certificates. Any The Seller and any director or officer or director, officer, employee or agent of any the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any ----------- matters arising hereunder.

Limitation on Liability of Certain Persons. No recourse under or upon any obligation or covenant of this Agreement or any Series SupplementAgreement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of any the Seller or of any successor corporation, either directly or indirectly through such the Seller, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred of the Seller hereunder and thereunder are solely corporate obligationsobligations of the Seller, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholders, officers or directors, as such, of any the Seller or of any successor corporation to such Sellercorporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants of the Seller contained in this Agreement, any Series Supplement Agreement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, obligations or covenants or agreements of the Seller contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance issue of such Certificates. Any The Seller and any director or officer or employee or agent of any the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.