Common use of Nonrecourse Obligations Clause in Contracts

Nonrecourse Obligations. Anything contained in this Agreement or the other Loan Documents to the contrary notwithstanding (except as provided below), Agent's and the Banks' recourse for the payment and performance of all of the Obligation of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) under this Agreement or the other Loan Documents shall be limited solely to the interest of such Person in the Collateral, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent or director of any such Person shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability of the Persons described above shall not impair the validity of any lien, pledge, security interest or other encumbrance created by the Loan Documents, or the right of Agent to foreclose and/or enforce any of its rights or remedies in and to the Collateral upon the occurrence of an Event of Default as provided in this Agreement or the other Loan Documents or be deemed to be a release or impairment of the Obligations, (b) Borrower and Guarantor will be fully and personally liable and subject to legal action for (i) misapplication or misappropriation by any of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents and any other funds due Agent under the Loan Documents, and (ii) fraud by any of the Persons described in Section 10.1(e) to the full extent of any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member or any Additional Pledgor or any principal, officer, member or partner of any of such Persons from and after the date hereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Obligations or to require that all the Collateral shall continue to secure al of the Obligations in accordance with this Agreement and the other Loan Documents. Noting herein shall relieve, reduce or impair any obligation of Guarantor under the Guaranty or the Indemnity Agreement.

Nonrecourse Obligations. Anything contained in this Agreement or Each Lender and the other Loan Documents to Agent ----------------------- (collectively, the contrary notwithstanding ("Creditors") hereby acknowledge and agree that, except as provided belowset --------- forth in Section 11.2, no member, and no Affiliate of the Company, and no ------------ present or future officer, employee, servant, controlling person, manager, agent, Authorized Representative or Member of the Company, any member or any Affiliate of either the Company or a Member (collectively, the "Nonrecourse ----------- Persons"), Agent's and shall have any liability to all or any of the Banks' recourse Creditors (such ------- liability, including such as may arise by operation of law, being hereby waived) for the payment and performance of all of any sums now or hereafter owing by the Obligation of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) Company under this Agreement or the any other Loan Documents shall be limited solely to the interest of such Person in the Collateral, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent Credit Document or director of any such Person shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability obligations of the Persons described above Company contained herein or therein or shall otherwise be liable or responsible with respect thereto. Without limiting the foregoing, (i) dividends or other distributions made by the Company in accordance with Section ------- 9.28, shall not impair be deemed to be Collateral in which the validity of Creditors have any lien, pledge, ---- security interest or other encumbrance created interest and the Lien of any security interest or any other Lien granted by the Loan Documents, Company to any of the Creditors under the Project Mortgage or the right of Agent Security Agreement shall not extend to foreclose and/or enforce any amounts that have been distributed, by dividend or otherwise, by the Company to any of its rights Members in accordance with Section 9.28. If any Default or remedies in and Unmatured Default shall ------------ exist or if any claim of the Creditors against the Company or alleged liability of the Company to the Collateral upon the occurrence of an Event of Default as provided in Creditors shall be asserted under this Agreement or any other Credit Document, then the other Loan Documents Creditors agree that, except as set forth in Section 11.2, ------------ they shall not have the right to proceed directly or be deemed indirectly against the Nonrecourse Persons or against their respective properties and assets for the satisfaction of any Secured Obligations or for any deficiency judgment (except ------ to be a release or impairment the extent enforceable out of the Obligations, (bCollateral as to which such Nonrecourse Person has an interest) Borrower and Guarantor will be fully and personally liable and subject to legal action for (i) misapplication or misappropriation by any in respect of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents and any other funds due Agent under the Loan Documents, and (ii) fraud by any of the Persons described in Section 10.1(e) to the full extent of any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member or any Additional Pledgor or any principal, officer, member or partner of any of such Persons from and after the date hereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Obligations or to require that all the Collateral shall continue to secure al of the Obligations in accordance with this Agreement and the other Loan Documents. Noting herein shall relieve, reduce or impair any obligation of Guarantor under the Guaranty or the Indemnity AgreementSecured Obligations.

Nonrecourse Obligations. Anything Notwithstanding anything to the contrary contained in this Agreement or the Agreement, in any other Loan Documents to Document or in any other document, certificate or instrument executed by the contrary notwithstanding Borrower, each Lender and the Agent (as used in this Article XIV, collectively, the "Creditors") agree that, except as provided belowset forth in Section 14.2, their rights in respect of the Obligations and any claim or liability under any Loan Document asserted against the Borrower by the Creditors shall be limited to satisfaction out of, and enforcement against, the property and assets of the Borrower. The Creditors also hereby acknowledge and agree that, except as set forth in Section 14.2, neither Partner, and no Affiliate of the Borrower or a Partner, and no present or future officer, employee, servant, controlling person, manager, agent or Authorized Officer of the Borrower, any Partner or any Affiliate of the Borrower or a Partner (collectively, the "NONRECOURSE PERSONS"), Agent's and shall have, any liability to all or any of the Banks' recourse Creditors (such liability, including such as may arise by operation of law, being hereby waived) for the payment and performance of all of any sums now or hereafter owing by the Obligation of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) under this Agreement or the any other Loan Documents shall be limited solely to the interest of such Person in the Collateral, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent Document or director of any such Person shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability obligations of the Persons described above Borrower contained herein or therein or shall otherwise be liable or responsible with respect thereto. Accordingly, dividends or other distributions made by the Borrower to its partners without violating Section 6.10 shall not impair the validity of any lien, pledge, security interest or other encumbrance created by the Loan Documents, or the right of Agent to foreclose and/or enforce any of its rights or remedies in and to the Collateral upon the occurrence of an Event of Default as provided in this Agreement or the other Loan Documents or be deemed to be a release property or impairment assets of the Obligations, (b) Borrower and Guarantor will be fully and personally liable and subject to legal action for (i) misapplication in which the Creditors have any interest. If any Default or misappropriation by Unmatured Default shall exist or if any claim of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents and any other funds due Agent under Creditors against the Loan Documents, and (ii) fraud by any Borrower or alleged liability to the Creditors of the Persons described in Section 10.1(e) to the full extent of any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member or any Additional Pledgor or any principal, officer, member or partner of any of such Persons from and after the date hereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have asserted under Section 506(a), 506(b), 1111(b) this Agreement or any other provision of Loan Document, then the Bankruptcy Code Creditors agree that, except as set forth in Section 14.2, they shall not have the right to proceed directly or any successor thereto indirectly against the Nonrecourse Persons or similar provisions under applicable state law to file a claim against their respective properties and assets for the full amount satisfaction of any Obligations or of any such claim or liability or for any deficiency judgment in respect of the Obligations or to require that all the Collateral shall continue to secure al of the Obligations in accordance with this Agreement and the other Loan Documents. Noting herein shall relieve, reduce any such claim or impair any obligation of Guarantor under the Guaranty or the Indemnity Agreementliability.

Nonrecourse Obligations. Anything contained in this Agreement or the other Loan Documents to the contrary notwithstanding (except as provided below), Agent's and the Banks' recourse against Borrowers for the payment and performance of all of the Obligation Obligations of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) Borrowers under this Agreement or the other Loan Documents shall be limited solely to the interest of such Person Borrowers in the CollateralCollateral and all of the other assets, whether now owned or hereafter acquired, of any of the Borrowers, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent or director no partner of any such Person of the Borrowers shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability of the Persons General Partners described above shall not impair the validity of any lien, pledge, security interest or other encumbrance created by the Loan Documents, or the right of Agent to foreclose and/or enforce any of its rights or remedies against a Guarantor in and to the Collateral or any other assets of any Borrower or a Guarantor upon the occurrence of an Event of Default as provided in this Agreement or the other Loan Documents or be deemed to be a release or impairment of the Obligations, and (b) Borrower the foregoing limitation shall not limit Agent's and Guarantor will be fully and personally liable and subject to legal action for (i) Bank's, in the case of actual fraud, misapplication or misappropriation by any of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents rents, issues, profits, accounts, revenues, payments and any other funds due Agent under which are not applied in accordance with the terms of the Loan Documents, and (ii) fraud or intentional misrepresentation committed against, or made to, the Agent or any Bank by any of the Persons described in Section 10.1(e) to the full extent Borrowers, any of their respective Controlled Subsidiaries, any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member Guarantor or any Additional Pledgor of its members, partners, officers, agents, employees or any principal, officer, member other person authorized or partner of any apparently authorized to make statements or representations on behalf of such Persons Person, from and after the date hereofinstituting any proceeding or making any claim they may otherwise have in respect thereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Obligations or to require that all the Collateral shall continue to secure al all of the Obligations in accordance with this Agreement and the other Loan Documents. Noting Nothing herein shall relieve, reduce or impair any obligation of Guarantor Guarantors under the Guaranty or the Indemnity AgreementGuaranty.

Nonrecourse Obligations. Anything contained in this Agreement or the other Loan Documents to the contrary notwithstanding (except as provided below), Agent's ’s and the Banks' Lenders’ recourse against Borrowers for the payment and performance of all of the Obligation Obligations of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) Borrowers under this Agreement or the other Loan Documents shall be limited solely to the interest of such Person Borrowers in the CollateralCollateral and all of the other assets, whether now owned or hereafter acquired, of any of the Borrowers, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent or director no partner of any such Person of the Borrowers shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability of the Persons General Partners described above shall not impair the validity of any lien, pledge, security interest or other encumbrance created by the Loan Documents, or the right of Agent to foreclose and/or enforce any of its rights or remedies against a Guarantor, in and to the Collateral or any other assets of any Borrower or a Guarantor upon the occurrence of an Event of Default as provided in this Agreement or the other Loan Documents or be deemed to be a release or impairment of the Obligations, and (b) Borrower b)the foregoing limitation shall not limit Agent and Guarantor will be fully and personally liable and subject to legal action for (i) Lenders, in the case of actual fraud, misapplication or misappropriation by any of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents rents, issues, profits, accounts, revenues, payments and any other funds due Agent under which are not applied in accordance with the terms of the Loan Documents, and (ii) fraud or intentional misrepresentation committed against, or made to, the Agent or any Lender by any of the Persons described in Section 10.1(e) to the full extent Borrowers, any of their respective Restricted Subsidiaries, any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member Guarantor or any Additional Pledgor of its members, partners, officers, agents, employees or any principal, officer, member other person authorized or partner of any apparently authorized to make statements or representations on behalf of such Persons Person, from and after the date hereofinstituting any proceeding or making any claim they may otherwise have against Borrowers, but not against any direct or indirect owner of Borrowers, in respect thereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Section §506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Obligations or to require that all the Collateral shall continue to secure al all of the Obligations in accordance with this Agreement and the other Loan Documents. Noting Nothing herein shall relieve, reduce or impair any obligation of Guarantor Guarantors under the Guaranty or the Indemnity AgreementGuaranty.

Nonrecourse Obligations. Anything contained in this Agreement or the other Loan Documents to the contrary notwithstanding (except as provided below), Agent's ’s and the Banks' Lenders’ recourse against Borrowers for the payment and performance of all of the Obligation Obligations of Borrower and the Additional Pledgors (but excluding Guarantor's liability under the Guaranty and the Indemnity Agreement) Borrowers under this Agreement or the other Loan Documents shall be limited solely to the interest of such Person Borrowers in the CollateralCollateral and all of the other assets, whether now owned or hereafter acquired, of any of the Borrowers, and none of such Persons, any partner, member, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent or director no partner of any such Person of the Borrowers shall be personally liable for the performance of any of the Obligations; provided, however, that (a) the foregoing limitation on the personal liability of the Persons General Partners described above shall not impair the validity of any lien, pledge, security interest or other encumbrance created by the Loan Documents, or the right of Agent to foreclose and/or enforce any of its rights or remedies against a Guarantor, in and to the Collateral or any other assets of any Borrower or a Guarantor upon the occurrence of an Event of Default as provided in this Agreement or the other Loan Documents or be deemed to be a release or impairment of the Obligations, and (b) Borrower b)the foregoing limitation shall not limit Agent and Guarantor will be fully and personally liable and subject to legal action for (i) Lenders, in the case of actual fraud, misapplication or misappropriation by any of the persons described above (excluding agents) of insurance proceeds, condemnation proceeds, tenant security deposits, rents rents, issues, profits, accounts, revenues, payments and any other funds due Agent under which are not applied in accordance with the terms of the Loan Documents, and (ii) fraud or intentional misrepresentation committed against, or made to, the Agent or any Lender by any of the Persons described in Section 10.1(e) to the full extent Borrowers, any of their respective Restricted Subsidiaries, any losses, damages and expenses of the Agent or the Banks on account thereof and (c) Borrower shall be fully liable for any and all losses or damages (including those resulting from diminution in value of the Mortgaged Property) incurred by the Agent or the Banks relating to the presence or release of any Hazardous Substances on or about the Mortgaged Property as a result of the acts or omissions of Property Owner, Borrower, Managing Member Guarantor or any Additional Pledgor of its members, partners, officers, agents, employees or any principal, officer, member other person authorized or partner of any apparently authorized to make statements or representations on behalf of such Persons Person, from and after the date hereofinstituting any proceeding or making any claim they may otherwise have against Borrowers, but not against any direct or indirect owner of Borrowers, in respect thereof. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code or any successor thereto or similar provisions under applicable state law to file a claim for the full amount of the Obligations or to require that all the Collateral shall continue to secure al all of the Obligations in accordance with this Agreement and the other Loan Documents. Noting Nothing herein shall relieve, reduce or impair any obligation of Guarantor Guarantors under the Guaranty or the Indemnity AgreementGuaranty.