Limited Liability of Lessor. Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Lessor under this Lease shall be enforced only against Lessor’s interest in the Property (subject to the lien of the Deed of Trust), and not against any other assets, properties or funds of Lessor or against any assets, properties or funds of (i) any employee or agent of Lessor (or any director, officer, legal representative, successor, or assign of any thereof), or (ii) any other Person affiliated with any of the foregoing, including, without limitation, the State of Maryland or any department, agency of instrumentality thereof. Notwithstanding any other provision to the contrary set forth in this Lease or in any other agreement or document executed in connection with or relating to this Lease:
(a) No provision of this Lease or of any other agreement or document executed in connection with or relating to this Lease shall be construed so as to give rise to any monetary or pecuniary liability of Lessor or of the State of Maryland, or any political subdivision or agency thereof, or to give rise to a charge upon the general credit of Lessor or of the State of Maryland, or any political subdivision or agency thereof, and any claim based on or in respect of any liability of Lessor under this Lease shall be enforced only as set forth in this Paragraph 39.
(b) Neither this Lease nor any other agreement or document executed in connection with or relating to this Lease nor any claim hereunder or thereunder shall (i) constitute a debt of Lessor or of the State of Maryland, or any political subdivision or agency thereof, or a pledge of the full faith and credit or taxing power of the State of Maryland, or any political subdivision or agency thereof, or (ii) create any monetary liability on, or obligate Lessor or the State of Maryland, or any political subdivision or agency thereof, to make any appropriation for payment. Lessor has no taxing authority.
(c) The liability of Lessor under this Lease and under any other agreement or document executed in connection with or relating to this Lease shall be non-recourse to Lessor, limited as set forth above in this Paragraph 39; and the lien of any judgment shall be restricted to only Lessor’s interest in the Property (subject to the lien of the Deed of Trust), and not against any other assets, properties or funds of Lessor or against any assets, properties or funds of (i) any employee or agent of Lessor (or any dir...
Limited Liability of Lessor. The parties hereto agree that the Lessor shall have no personal liability whatsoever to Lessee, the Lenders, Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that the Lessor shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in this Participation Agreement or in any certificate or document delivered pursuant hereto, or from the failure of the Lessor to perform the covenants and agreements set forth in Section 10.1 hereof or any other breach by the Lessor of any of its other covenants or obligations hereunder or under any of the other Operative Documents, (c) any Lessor Lien attributable to it, (d) for any Tax based on, with respect to or measured by any income, fees, commission, compensation or other amounts received by it as compensation for services (including for acting as Lessor) or otherwise under, or as contemplated by, the Operative Documents and (e) as otherwise expressly provided in the Operative Documents; provided, further, in no event shall Lessor’s liability exceed its interest in the Facility (except that, notwithstanding this proviso, Lessor shall remain liable for actual damages caused by its gross negligence or willful misconduct).
Limited Liability of Lessor. No provision, covenant or agreement contained in this Lease, the Indenture, the Base Lease or the Certificates, or any obligation herein or therein imposed upon the Lessor, or the breach thereof, shall constitute or give rise to or impose any personal or pecuniary liability upon any director, officer or employee of the Lessor. Except with respect to any action for specific performance or any action in the nature of a prohibitory or mandatory injunction, neither the Lessor nor any director, officer or employee of the Lessor shall be liable to the Lessee or any other person for any action taken by the Lessor or by its officers, servants, agents or employees, or for any failure to take action under this Lease except for its negligence or willful misconduct.
Limited Liability of Lessor. The parties hereto agree that Lessor shall have no personal liability whatsoever to Lessee, the Lenders, Agent or any of their respective successors and assigns for any Claim based on or in respect of this Agreement or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby; provided, however, that Lessor shall be personally liable: (a) for its own willful misconduct or gross negligence, (b) for liabilities that may result from the incorrectness of any representation or warranty expressly made by it in Section 4.3 or from the failure of Lessor to perform the covenants and agreements set forth in Section 6.2(a) hereof, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for actions contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding proviso: (i) Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of Lessor to Lessee, the Lenders, Agent or any of their respective successors and assigns are solely nonrecourse obligations (with liability payable solely out of the Sites and the other Collateral) except to the extent that it has received payment from others; (iii) all such personal liability of Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by Lessor; and (iv) this Participation Agreement (except as provided in Section 4.3) is executed and delivered by Lessor solely in the exercise of the powers expressly conferred upon it as Lessor under the Operative Documents.
Limited Liability of Lessor. The parties hereto agree that Bank shall have no personal liability whatsoever to Lessee, Guarantor, the Certificate Holders, the Lenders, Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; PROVIDED, HOWEVER, that Bank shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in its individual capacity or as Lessor in this Participation Agreement or in any certificate or document delivered pursuant hereto, or from the failure of Bank to perform the covenants and agreements set forth in SECTION 9.1 hereof, whether as to itself or as Lessor, or any other breach by Bank of any of its other covenants or obligations under any of the Operative Documents (regardless of whether such covenants and agreements concern Bank, as such, or Bank acting as Lessor), or (c) for any Tax based on or measured by any fees, commission or compensation received by it for actions contemplated by the Operative Documents.
Limited Liability of Lessor. It is expressly agreed and understood that all representations, warranties and undertakings of the Lessor hereunder shall be binding upon the Lessor only in its capacity as Owner Trustee under the Trust Agreement and the institutions or Persons acting as the Lessor shall not be liable hereunder to their individual capacity for any breach thereof, except for their gross negligence or willful misconduct or for breach of its covenants, representations and warranties contained herein, to the extent expressly covenanted or made in their individual capacity. Except as provided in the previous sentence as relates solely to the liability of the institutions or Persons acting as the Lessor for its own gross negligence or willful misconduct, any claims based on or in respect of any liability of the Lessor under this Lease shall be enforced only against the Trust Estate and not against any other tangible or intangible assets, properties or funds of (i) Fleet in its individual capacity (ii) any shareholder or beneficiary of Fleet as Owner Trustee or in its individual capacity or any director, officer, employee or agent of Fleet as Owner Trustee or in its individual capacity (or any legal representative, heir, estate, successor or assign of any thereof), (iii) any predecessor or successor partnership or corporation (or other entity) of Fleet in its individual capacity or any of its shareholders or beneficiaries, either directly or through Fleet or its shareholders or any predecessor or successor partnership or corporation of their shareholders, officers, directors, employees or agents (other than entity) or (iv) any other Affiliate of any of the foregoing, or any director, officer, employee or agent of any thereof.
Limited Liability of Lessor. The parties hereto agree that Lessor shall have no personal liability whatsoever to Lessee, the Rent Assignees, the Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that Lessor shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in this Participation Agreement or in any certificate or document delivered pursuant hereto, or from the failure of Lessor to perform the covenants and agreements set forth in Section 10.1 hereof or any other breach by Lessor of any of its other covenants or obligations hereunder or under any of the other Lessor Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for actions contemplated by the Operative Documents; provided, further, in no event shall Lessor’s liability exceed the amount Funded by Lessor.
Limited Liability of Lessor. The parties hereto agree that Lessor shall have no liability whatsoever to Lessee, the Lenders, Collateral Agent or any of their respective successors and assigns or any other Person for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that Lessor shall be liable: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), provided that a default under or, the failure of Lessor to perform any obligation, covenant or agreement in, any Related Agreement or otherwise required by Applicable Law, Governmental Action or third parties with respect to the Subject Property shall not be deemed gross negligence or willful misconduct, (b) any Lessor Lien attributable to it, (c) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty expressly made by it in Section 8.4 of this Participation Agreement or (d) for the failure of Lessor to perform the covenants and agreements set forth in the Lease and this Participation Agreement.
Limited Liability of Lessor. All liability of Lessor for damages for breach of any covenant, duty or obligation of Lessor hereunder may be satisfied only out of the interest of Lessor in the Building existing at the time any such liability if adjudicated in a proceeding as to which judgment adjudicating such liability is non-appealable and not subject to further review. In no event will Lessee be entitled to execution under any judgment against any assets of the Lessor, or any partners, shareholders, policyholders, or other persons or entities having an interest in the Lessor, except as to their interest in the Building as set forth above, and no deficiency judgment or money judgment of any kind shall be sought or entered against Lessor, Lessee agreeing that Lessor shall have no personal liability hereunder. All obligations of Lessor hereunder will be construed as covenants, not conditions.
Limited Liability of Lessor. Notwithstanding anything herein --------------------------- to the contrary, each and all of the representations, warranties, undertakings and agreements herein made on the part of Lessor are made and intended not as personal representations, warranties, undertakings and agreements of Investors Asset Holding Corp. or for the purposes or with the intention of binding Investors Asset Holding Corp. personally, but are made and intended for the purpose of binding only the Trust Estate (as defined in the Trust Agreement), and this Lease is executed and delivered by Investors Asset Holding Corp. solely in the exercise of the powers expressly conferred upon Investors Asset Holding Corp. as Owner Trustee under the Trust Agreement; and no personal liability or personal responsibility is assumed by or shall at any time be asserted or enforceable against Investors Asset Holding Corp. on account of any representation, warranty, undertaking or agreement hereunder of Investors Asset Holding Corp. as Lessor (except for its own willful misconduct or gross negligence) either express or implied, all such personal liability, if any, being expressly waived and released by Lessee and by all persons claiming by, through or under Lessee; provided, however, that nothing contained in this Section shall be construed to limit the liability of Investors Asset Holding Corp. in its individual capacity for any breach of any representations, warranties or covenants made by Investors Asset Holding Corp.
