Common use of Liability Limited Clause in Contracts

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to Lessee, the Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no the Lessor shall have any no personal liability whatsoever to any Participant other Participant, the Lessee or their respective successors and assigns for any claim or obligation based on or in respect hereof or any of the other Operative Documents (including, without limitation, the repayment of the Loans) or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such the Lessor's ’s interest in the Property; providedProperty or from payments (other than payments due to the Lessor with respect to indemnities, howeverreimbursement of expenses or fees, that in each case payable to the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, account) received from the Lessee (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood being acknowledged and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 by each Lessor to any Lender are solely nonrecourse obligations except to the extent party hereto that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such the Lessor); provided, however, that the Lessor shall be liable in its individual capacity (i) for its own willful misconduct or gross negligence, (ii) for breach of its representations set forth in Section 8.3, (iii) for any Lessor Lien attributable to it and (iv) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that the 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. (b) No Participant shall have any obligation to any the other Participant or to Lessee, the Lessors or the Lenders Lessee with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's ’s obligations under the Operative Documents except as otherwise so set forth. (c) The obligations of the parties under this Section 16.10 shall survive the termination of this Participation Agreement.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any no personal liability whatsoever to Lessee, Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Propertythereby; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) no Lessor shall have any 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 each Lessor to any Lender Lessee, Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that such interest of Lessor has received payment from others (including, without limitation, obligations with respect to in the Loans)Property; and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. Notwithstanding anything contained herein, the limitations on liability stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of Lessor arising because of a breach of Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with the Lease and this Participation Agreement. (b) No Participant shall have any obligation to any other Participant or to Lessee, the Lessors Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no the Lessor shall have any no personal liability whatsoever to the Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Propertythereby; provided, however, that each the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) no the Lessor shall have any 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 each the Lessor to any Lender the Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that such interest of the Lessor has received payment from others (including, without limitation, obligations with respect to in the Loans)Property; and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such the Lessor. Notwithstanding anything contained herein, the restrictions stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with this Lease. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no ----------------- the Lessor shall have any no personal liability whatsoever to the Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Propertythereby; provided, however, that each the Lessor shall be liable in its individual capacity -------- ------- (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax ------------ based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) no the Lessor shall have any 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 each the Lessor to any Lender the Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that such interest of the Lessor has received payment from others (including, without limitation, obligations with respect to in the Loans)Property; and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such the Lessor. Notwithstanding anything contained herein, the restrictions stated in the preceding provisions of this Section 15.10(a) shall not apply to liability ---------------- of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with this Lease. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to Lesseeany Beve▇▇▇ ▇▇▇ity, the Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no the Lessor shall have any no personal liability whatsoever to the Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Propertythereby; provided, however, that each the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) no the Lessor shall have any 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 each the Lessor to any Lender the Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that such interest of the Lessor has received payment from others (including, without limitation, obligations with respect to in the Loans)Property; and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such the Lessor. Notwithstanding anything contained herein, the limitations on liability stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with the Lease and this Participation Agreement. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative DocumentAgreement, no the Lessor shall have any no personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents Agreements or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such the Lessor's interest in the Property; provided, however, that each the Lessor shall be liable in its individual capacity (ai) for its own willful misconduct or gross negligence, (bii) breach of any of its representations, warranties or covenants under the Operative DocumentsAgreements, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative DocumentsAgreements. It is understood and agreed that, except as provided in the preceding sentence: (i) no the Lessor shall have any no personal liability under any of the Operative Documents Agreements as a result of acting pursuant to and consistent with any of the Operative DocumentsAgreements; (ii) all obligations of each the Lessor to any Lender Rent Purchaser are solely nonrecourse obligations except to the extent that such the Lessor has received payment from others (including, without limitation, obligations with respect the proceeds to the LoansRent Purchaser Advances); and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents Agreements by such the Lessor. (b) . - No Participant shall have any obligation to any other Participant or to Lessee, the Lessors Lessor or the Lenders Rent Purchasers with respect to transactions contemplated by the Operative DocumentsAgreements, except those obligations of such Participant expressly set forth in the Operative Documents Agreements or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents Agreements except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no the Lessor shall have any no personal liability whatsoever to any Participant other Participant, the Lessee or their respective successors and assigns for any claim or obligation based on or in respect hereof or any of the other Operative Documents (including, without limitation, the repayment of the Loans) or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such the Lessor's ’s interest in any Property or from payments (other than payments due to the PropertyLessor with respect to indemnities, reimbursement of expenses or fees, in each case payable to the Lessor for its own account) received from the Lessee (it being acknowledged and agreed by each party hereto that all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor); provided, however, that each the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in that the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any the other Participant or to Lessee, the Lessors or the Lenders Lessee with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's ’s obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein in the Master Lease or in any other Operative Document, no Lessor shall have any no personal liability whatsoever to any Participant the Lessee or their its respective successors and assigns for any claim based on or in respect hereof of this Participation Agreement or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, the recourse shall be solely had against such the Lessor's interest in the PropertyProperties and pursuant to the Lessor Guarantee; provided, however, that each Lessor shall be liable in its individual capacity and The Industrial Bank of Japan Trust Company shall be liable under the Lessor Guarantee (ai) for its own Lessor's willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (cii) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood , (iii) for Lessor Liens on any Property which are attributable to Lessor and agreed that, except as provided in are not promptly removed on or prior to such Property has been purchased by the preceding sentence: (i) no Lessor shall have any personal liability under any of the Operative Documents as a result of acting Lessee pursuant to the terms hereof, and consistent with (iv) any breaches by Lessor of its obligation under this Participation Agreement and the Operative Documents; (ii) all obligations of each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (ba) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to Lesseeany Beve▇▇▇ ▇▇▇ity, the Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.,

Liability Limited. (a) The parties hereto Lessee, the Agent, and the Participants each acknowledge and agree that except as specifically set forth herein or in any other Operative Document, no the Lessor shall have any no personal liability whatsoever to the Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of this Participation Agreement or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Propertythereby; provided, however, that each the Lessor shall be -------- ------- liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) breach for liabilities that may result from the incorrectness of any representation or warranty expressly made by it in Section 8.1 hereof or from the failure of the Lessor to perform ----------- its representations, warranties or covenants under the Operative Documentsand agreements set forth in Section 10.3 hereof, or (c) for any Tax ------------ Taxes based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) no the Lessor shall have any 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 each the Lessor to the Lessee, the Agent or any Lender Participant are solely nonrecourse obligations except to the extent that such Lessor it has received payment from others (including, without limitation, obligations with respect to and are enforceable solely against the Loans)Lessor's interest in the Property; and (iii) all such personal liability of any the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such the Lessor. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any no personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, the recourse shall be solely had against such the Lessor's interest in the any Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender the Lessee are solely nonrecourse obligations except to the extent that such Lessor it has received payment from others (including, without limitation, obligations with respect to the Loans)others; and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any no personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, the recourse shall be solely had against such the Lessor's interest in the any Property; providedPROVIDED, howeverHOWEVER, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligencenegligence (or negligence in the handling of funds), (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender the Lessee are solely nonrecourse obligations except to the extent that such Lessor it has received payment from others (including, without limitation, obligations with respect to the Loans)others; and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Lessor or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto Agent, the Credit Parties, the Lenders and the Holders each acknowledge and agree that the Owner Trustee is (except as specifically set forth otherwise expressly provided herein or therein) entering into this Agreement and the other Operative Agreements to which it is a party (other than the Trust Agreement and to the extent otherwise provided in Section 7.2 of this Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity and that Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Agreements. (b) Anything to the contrary contained in this Agreement, the Credit Agreement, the Notes or in any other Operative DocumentAgreement notwithstanding, no neither the (a) except for Excepted Payments, misappropriation or misapplication by the Lessor shall have any personal liability whatsoever (i.e., application in a manner contrary to any Participant Operative Agreement) of any insurance proceeds or their respective successors and assigns condemnation award paid or delivered to the Lessor by any Person other than the Agent, (b) except for Excepted Payments, any claim based on or in respect hereof deposits or any of escrows or amounts owed by the Lessee under the Agency Agreement held by the Lessor or (c) except for Excepted Payments, any rents or other Operative Documents income received by the Lessor from any Credit Party that are not turned over to the Agent; or arising (iv) affect or in any way from limit the transactions contemplated hereby Agent's rights and remedies under any Operative Agreement with respect to the Rents and its rights and powers thereunder or thereby and recourse, if any, shall be solely had to obtain a judgment against such Lessorthe Lessee's interest in the Property; provided, however, that each Lessor shall Properties or to the extent the Lessee may be personally liable as otherwise contemplated in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; clauses (ii) all obligations of each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessorthis Section. (b) No Participant shall have any obligation to any other Participant or to Lessee, the Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The It is expressly understood and agreed by the parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have any personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct this Participation Agreement is executed and delivered by Wilmington Trust Company, not individually or gross negligencepersonally, except as expressly stated herein, but solely as Certificate Trustee of Brush Creek Business Trust II, a statutory Delaware business trust created under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) breach each of any of its the representations, warranties undertakings and agreements herein made by the Certificate Trustee on the part of the Trust or covenants under Certificate Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company, except as expressly stated herein, but is made and intended for the Operative Documents, purpose of binding only the Trust or Certificate Trustee and (c) except as expressly stated herein, under no circumstances shall Wilmington Trust Company be personally liable for the payment of any Tax based on indebtedness or measured by expenses of the Trust or Certificate Trustee or be liable for the breach or failure of any feesobligation, commission representation, warranty or compensation received by it for acting as a Lessor as contemplated covenant made or undertaken by the Certificate Trustee or the Trust under this Participation Agreement or the other Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any 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 each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessors Certificate Trustee, the Certificate Purchaser or the Lenders Construction Lender with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.

Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative DocumentAgreement, no Lessor shall have any personal liability whatsoever to any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents Agreements or arising in any way from the transactions contemplated hereby or thereby and recourse, if any, shall be solely had against such Lessor's interest in the Property; provided, however, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence, (b) breach of any of its representations, warranties or covenants under the Operative DocumentsAgreements, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as a Lessor as contemplated by the Operative DocumentsAgreements. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have any personal liability under any of the Operative Documents Agreements as a result of acting pursuant to and consistent with any of the Operative DocumentsAgreements; (ii) all obligations of each Lessor to any Lender are solely nonrecourse obligations except to the extent that such Lessor has received payment from others (including, without limitation, obligations with respect the proceeds to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents Agreements by such Lessor. (b) . No Participant shall have any obligation to any other Participant or to Lessee, the Lessors or the Lenders with respect to transactions contemplated by the Operative DocumentsAgreements, except those obligations of such Participant expressly set forth in the Operative Documents Agreements or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents Agreements except as otherwise so set forth.