Common use of Limited Liability of the Issuer Clause in Contracts

Limited Liability of the Issuer. As between the Issuer, on the one hand, and the Borrower, on the other, the Borrower assumes all risks of any acts or omissions of the beneficiary and any transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuer nor any of its respective employees, officers or directors shall be liable or responsible for: (A) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (B) 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; (C) payment by the Issuer against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the Issuer, and the Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment of a court of competent jurisdiction to have been caused by (1) the Issuer's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (2) the Issuer's willful failure to pay, or gross negligence resulting in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee of the Letter of Credit) of a draft and other required documentation strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation.

Limited Liability of the Issuer. As between All obligations of the Issuer under any of the Bond Documents or the Bond Mortgage Loan Documents shall be limited obligations of the Issuer, payable solely and only from the Trust Estate. No owner or owners of any of the Bonds shall ever have the right to compel any exercise of the taxing power of the State or any political subdivision thereof or of the Issuer for the payment of the Bonds, nor to enforce the payment of the Bonds against any property of the State or any such political subdivision thereof or of the Issuer except as provided in the Indenture. No officer, agent, employee or attorney of the Issuer, including any person executing this Financing Agreement on behalf of the Issuer, shall be liable personally under this Financing Agreement or for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of or the interest on the one handBonds, for any claim based on or in respect of the Bonds or based on or in respect of this Financing Agreement, against any officer, employee or agent, as such, of the Issuer or any successor whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance of this Financing Agreement and as part of the consideration for the issuance of the Bonds, expressly waived and released. It is recognized that notwithstanding any other provision of this Financing Agreement, and except for the Trust Estate pledged under the Indenture, none of the Borrower, on the otherTrustee, the Borrower assumes all risks Bank, Freddie Mac, or the Servicer shall look to the Issuer for damages suffered by the Borrower, the Trustee, the Bank, Freddie Mac, the Servicer or any owner of Bonds as a result of the Issuer’s performance, failure to perform or insufficient performance of any acts covenant, undertaking or omissions obligation under this Financing Agreement or any of the beneficiary and any transferee other Bond Documents, or as a result of the incorrectness of any Letter of Credit with respect to its use representation made by the Issuer in any of such Letter documents, nor for any other reason, unless such damages result solely from the gross negligence, willful misconduct, fraud or intentional misrepresentation of Creditthe Issuer. Neither Although this Financing Agreement recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in this Financing Agreement shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the Issuer nor or any of its respective employees, officers or directors employees to enforce the provisions of any of such documents which the Issuer is obligated to perform and which the Issuer has not assigned to the Trustee or any other person. The Issuer shall be liable or responsible for: entitled to the advice of counsel (A) the use which who, except as otherwise provided herein, may be made of any Letter of Credit or counsel for any acts or omissions of any beneficiary or transferee in connection therewith; (B) 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; (C) payment by the Issuer against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the IssuerBondowner), and the Issuer shall be wholly protected as to action taken or omitted in good faith in reliance on such advice. The Issuer shall not be liable for any action (a) taken by it in good faith and reasonably believed by it to be within its discretion or powers hereunder, or (b) in good faith omitted to be taken by it because such action was reasonably believed to be beyond its discretion or powers hereunder, or (c) taken by it pursuant to any direction or instruction by which it is governed hereunder, or (d) omitted to be taken by it by reason of the lack of any direction or instruction required hereby for such action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any person or entity, except for the gross negligence or willful misconduct of its own agents, officers and employees. When any payment or consent or other action by it is called for hereby, it may defer such action pending receipt of such evidence (if any) as it may require in support thereof. The Issuer shall not be required to take any remedial action (other than the giving of notice) unless indemnity in a form acceptable to the BorrowerIssuer is furnished for any cost or liability to be incurred in connection with such remedial action, other than liability for failure to meet the standards set forth in this Section. The Issuer shall be entitled to reimbursement for its costs reasonably incurred or advances reasonably made, with interest at the rate of 10% per annum, in the exercise of its rights or the performance of its obligations hereunder, to the extent, but only extent that it acts without previously obtaining indemnity. No permissive right or power to act which it may have shall be construed as a requirement to act; and no delay in the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment exercise of a court of competent jurisdiction to have been caused by (1) the Issuer's willful misconduct right or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (2) the Issuer's willful failure to pay, or gross negligence resulting in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee power shall affect its subsequent exercise of the Letter of Credit) of a draft and other required documentation strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigationright or power.

Limited Liability of the Issuer. As between All obligations of the Issuer incurred hereunder and under the Indenture shall be limited obligations of the Issuer, on payable solely and only from Bond proceeds, revenues and other OHSUSA:763099292.5 amounts derived by the one handIssuer from the Trust Estate. No agreements or provisions contained in this Agreement or any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with the Project or the issuance, sale and delivery of the Bonds shall give rise to any pecuniary liability of the Issuer or a charge against its general credit or shall obligate the Issuer financially in any way except with respect to this Agreement and the application of revenues therefrom that have been pledged to the payment of the Bonds and of the proceeds of the Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement herein shall subject the Issuer to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from this Agreement or revenues therefrom that have been pledged to the payment of the Bonds or proceeds of the Bonds. Nothing herein shall preclude a proper party in interest from seeking and obtaining to the extent permitted by law specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement herein; provided that no costs, expenses or other monetary relief shall be recoverable from the Issuer except as may be payable from this Agreement or revenues therefrom that have been pledged to the payment of the Bonds or the proceeds of the Bonds. Anything herein to the contrary notwithstanding, the Issuer shall not be obligated to take any action or execute any instruments pursuant to any provision of this Agreement until it shall have been requested to do so by the Borrower or the Trustee and shall have received from the Borrower, on the otherTrustee, or the Borrower assumes all risks of any acts or omissions of the beneficiary and any transferee of any Letter of Credit with respect Holders assurance satisfactory to its use of such Letter of Credit. Neither the Issuer nor any of that it will be reimbursed for its respective employees, officers reasonable expenses incurred in taking such action or directors shall be liable or responsible for: (A) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (B) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if executing such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (C) payment by the Issuer against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the Issuer, and the Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment of a court of competent jurisdiction to have been caused by (1) the Issuer's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (2) the Issuer's willful failure to pay, or gross negligence resulting in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee of the Letter of Credit) of a draft and other required documentation strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigationinstruments.

Limited Liability of the Issuer. As between All obligations of the Issuer under any of the Bond Documents or the Bond Mortgage Loan Documents shall be limited obligations of the Issuer, payable solely and only from the Trust Estate. No owner or owners of any of the Bonds shall ever have the right to compel any exercise of the taxing power of the State or any political subdivision thereof or of the Issuer for the payment of the Bonds, nor to enforce the payment of the Bonds against any property of the State or any such political subdivision thereof or of the Issuer except as provided in the Indenture. No officer, agent, employee or attorney of the Issuer, including any person executing this Financing Agreement on behalf of the Issuer, shall be liable personally under this Financing Agreement or for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of or the interest on the one handBonds, for any claim based on or in respect of the Bonds or based on or in respect of this Financing Agreement, against any officer, employee or agent, as such, of the Issuer or any successor whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance of this Financing Agreement and as part of the consideration for the issuance of the Bonds, expressly waived and released. It is recognized that notwithstanding any other provision of this Financing Agreement, and except for the Trust Estate pledged under the Indenture, none of the Borrower, on the otherTrustee, the Borrower assumes all risks Bank, Xxxxxxx Mac, or the Servicer shall look to the Issuer for damages suffered by the Borrower, the Trustee, the Bank, Xxxxxxx Mac, the Servicer or any owner of Bonds as a result of the Issuer’s performance, failure to perform or insufficient performance of any acts covenant, undertaking or omissions obligation under this Financing Agreement or any of the beneficiary and any transferee other Bond Documents, or as a result of the incorrectness of any Letter of Credit with respect to its use representation made by the Issuer in any of such Letter documents, nor for any other reason, unless such damages result solely from the gross negligence, willful misconduct, fraud or intentional misrepresentation of Creditthe Issuer. Neither Although this Financing Agreement recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in this Financing Agreement shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the Issuer nor or any of its respective employees, officers or directors employees to enforce the provisions of any of such documents which the Issuer is obligated to perform and which the Issuer has not assigned to the Trustee or any other person. The Issuer shall be liable or responsible for: entitled to the advice of counsel (A) the use which who, except as otherwise provided herein, may be made of any Letter of Credit or counsel for any acts or omissions of any beneficiary or transferee in connection therewith; (B) 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; (C) payment by the Issuer against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the IssuerBondowner), and the Issuer shall be wholly protected as to action taken or omitted in good faith in reliance on such advice. The Issuer shall not be liable for any action (a) taken by it in good faith and reasonably believed by it to be within its discretion or powers hereunder, or (b) in good faith omitted to be taken by it because such action was reasonably believed to be beyond its discretion or powers hereunder, or (c) taken by it pursuant to any direction or instruction by which it is governed hereunder, or (d) omitted to be taken by it by reason of the lack of any direction or instruction required hereby for such action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any person or entity, except for the gross negligence or willful misconduct of its own agents, officers and employees. When any payment or consent or other action by it is called for hereby, it may defer such action pending receipt of such evidence (if any) as it may require in support thereof. The Issuer shall not be required to take any remedial action (other than the giving of notice) unless indemnity in a form acceptable to the BorrowerIssuer is furnished for any cost or liability to be incurred in connection with such remedial action, other than liability for failure to meet the standards set forth in this Section. The Issuer shall be entitled to reimbursement for its costs reasonably incurred or advances reasonably made, with interest at the rate of 10% per annum, in the exercise of its rights or the performance of its obligations hereunder, to the extent, but only extent that it acts without previously obtaining indemnity. No permissive right or power to act which it may have shall be construed as a requirement to act; and no delay in the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment exercise of a court of competent jurisdiction to have been caused by (1) the Issuer's willful misconduct right or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (2) the Issuer's willful failure to pay, or gross negligence resulting in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee power shall affect its subsequent exercise of the Letter of Credit) of a draft and other required documentation strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigationright or power.

Limited Liability of the Issuer. As between Notwithstanding any provision or obligations to the contrary hereinbefore or hereinafter set forth, no provision of any agreement (including this Placement and Remarketing Agreement) relating to the Bonds shall be construed so as to give rise to any liability of the Issuer, on the one handDepartment, the State of Maryland, any political subdivision or any agent of any thereof, or to give rise to a charge upon the general credit of the State of Maryland, the Department, any political subdivision or any agency thereof, or the Issuer. Neither this Placement and Remarketing Agreement nor any claim hereunder shall constitute a debt of the Issuer, the Department, the State of Maryland, or any political subdivisions or any agent of any thereof, or a pledge of the full faith and credit or taxing power of the Issuer, the Department, the State of Maryland or any political subdivision or any agency thereof, nor shall this Placement and Remarketing Agreement or any claim hereunder create any monetary liability on, or obligate the State of Maryland, the Department or the Issuer to make any appropriation for, payment. The Issuer has no taxing power. The liability of the Issuer hereunder and under the Bonds shall be limited solely to the funds pledged therefor in accordance with the Indenture, and any other funds or property given as security therefor by the Borrower, and the lien of any judgment shall be restricted thereto. The Issuer shall not be required to do any act whatsoever or exercise any diligence whatsoever to mitigate the damages of the Borrower, on the otherowners of the Bonds, the Borrower assumes all risks Trustee, the Placement Agent or the Remarketing Agent if any event of default shall occur under this Placement and Remarketing Agreement or the Indenture or any acts or omissions of the beneficiary and any transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuer nor any of its respective employees, officers or directors shall be liable or responsible for: (A) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary or transferee document delivered in connection therewith; (B) . Notwithstanding anything to the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be contrary contained in any or all respects invalid, insufficient, fraudulent or forged; (C) payment agreement executed by the Issuer against presentation in connection with this Placement and Remarketing Agreement or any other agreement or document executed by the Issuer in connection with the Bonds, the Issuer shall have no liability, legal, moral or otherwise, except from the funds pledged to the payment of documents which do not comply with the Bonds under the terms of the Indenture, to the Trustee, any Letter owner of Creditthe Bonds, including failure of any documents to bear any reference the Placement Agent, the Remarketing Agent or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the Issuer, and the Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment of a court of competent jurisdiction to have been caused by (1) the Issuer's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply connection with the terms thereof or (2) the Issuer's willful failure to payBonds, this Placement and Remarketing Agreement, or gross negligence resulting any agreement or document executed or used in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee of the Letter of Credit) of a draft and other required documentation strictly complying connection with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigationBonds.

Limited Liability of the Issuer. As between the Issuer, on the one hand, and the Borrower, on the other, the Borrower assumes all risks of any acts or omissions of the beneficiary and any transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuer nor any of its respective employees, officers or directors shall be liable or responsible for: (A) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (B) 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; (C) payment by the Issuer against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (D) any other circumstance whatsoever in making or failing to make payment under any Letter of Credit; provided that the Borrower shall have a claim against the Issuer, and the Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or special, damages suffered by the Borrower which are found in a final, unappealable judgment of a court of competent jurisdiction to have been caused by (1) the Issuer's ’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (2) the Issuer's ’s willful failure to pay, or gross negligence resulting in a failure to pay, any Letter of Credit Drawing after the presentation to it by the beneficiary (or any transferee of the Letter of Credit) of a draft and other required documentation strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation.