Common use of Liability of Borrower Clause in Contracts

Liability of Borrower. The liability of each Borrower under this Agreement and the Other Documents will be irrevocable, absolute, independent and unconditional, and will not be affected by any circumstance that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Borrower agrees as follows: (i) such Borrower’s liability hereunder will be the immediate, direct, and primary obligation of such Borrower and will not be contingent upon Agent’s or any Lender’s exercise or enforcement of any remedy it may have against any other Borrower or any other Person, or against any collateral or other security for any Obligations; (ii) such Borrower’s payment of a portion, but not all, of the Obligations will in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; and (iii) such Borrower’s liability with respect to the Obligations will remain in full force and effect without regard to, and will not be impaired or affected by, nor will such Borrower be exonerated or discharged by, any of the following events: (1) any proceeding under any Bankruptcy Law; (2) any limitation, discharge, or cessation of the liability of any other Borrower or any other Person for any Obligations due to any Applicable Law, or any invalidity or unenforceability in whole or in part of any of the Obligations or the Other Documents; (3) any merger, acquisition, consolidation or change in structure of any Borrower or any Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower or any Guarantor or other Person; (4) any assignment or other transfer, in whole or in part, of Agent’s or any Lender’s interests in and rights under this Agreement (including this Section 15.2) or the Other Documents; (5) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of the Other Documents; (6) Agent’s or any Lender’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Document or any obligations of a Guarantor; (7) Agent’s or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Obligations or any Collateral; or (8) Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Law.

Liability of Borrower. The liability of each Borrower under this Agreement and the Other other Loan Documents will be irrevocable, absolute, independent and unconditional, and will not be affected by any circumstance that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Borrower agrees as follows: (i) such Borrower’s liability hereunder will be the immediate, direct, and primary obligation of such Borrower and will not be contingent upon Administrative Agent’s or any LenderLending Party’s exercise or enforcement of any remedy it may have against any other Borrower or any other Person, or against any collateral or other security for any Obligations; (ii) such Borrower’s payment of a portion, but not all, of the Obligations will in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; and (iii) such Borrower’s liability with respect to the Obligations will remain in full force and effect without regard to, and will not be impaired or affected by, nor will such Borrower be exonerated or discharged by, any of the following events: (1A) any proceeding under any Bankruptcy Law; (2B) any limitation, discharge, or cessation of the liability of any other Borrower or any other Person for any Obligations due to any Applicable applicable Law, or any invalidity or unenforceability in whole or in part of any of the Obligations or the Other Loan Documents; (3C) any merger, acquisition, consolidation or change in structure of any Borrower or any Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower or any Guarantor or other Person; (4D) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any LenderLending Party’s interests in and rights under this Agreement (including this Section 15.210.16) or the Other other Loan Documents; (5E) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of the Other Loan Documents; (6F) Administrative Agent’s or any LenderLending Party’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Loan Document or any obligations of a GuarantorGuaranteed Obligations; (7G) Administrative Agent’s or any LenderLending Party’s exercise or non non-exercise of any power, right or remedy with respect to any Obligations or any Collateralcollateral; or (8) H) Administrative Agent’s or any LenderLending Party’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Law.

Liability of Borrower. The liability of each Borrower under this Agreement Contracts and Agreements Included in ---------------------------------------------------------------- the Other Documents will be irrevocableCollateral. Anything herein to the contrary notwithstanding, absolute, independent and unconditional, and will not be affected by any circumstance that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Borrower agrees as follows: (i) such Borrower’s liability hereunder will be the immediate-------------- Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, direct, and primary obligation of such Borrower and will not be contingent upon Agent’s or any Lender’s exercise or enforcement of any remedy it may have against any other Borrower or any other Person, or against any collateral or other security for any Obligations; (ii) the exercise by the Administrative Agent, the Issuing Bank, any Rate Protection Lender or any Lender of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such Borrower’s payment of a portioncontract or agreement, but not all, of the Obligations will in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; and (iii) neither the Administrative Agent, the Issuing Bank, any Rate Protection Lender nor any Lender shall have any obligation or liability, including indemnification obligations, under any such Borrower’s liability with respect to the Obligations will remain in full force and effect without regard to, and will not be impaired contract or affected byagreement by reason of this Agreement, nor will such Borrower shall the Administrative Agent, the Issuing Bank, any Rate Protection Lender or any Lender be exonerated or discharged by, obligated to perform any of the following events: (1) obligations or duties of the Borrower thereunder, to make any proceeding payment, to make any inquiry as to the nature or sufficiency of any payment received by the Borrower or the sufficiency of any performance by any party under any Bankruptcy Law; such contract or agreement or to take any action to collect or enforce any claim for payment assigned hereunder, and (2iv) neither the Administrative Agent, the Issuing Bank, any limitationRate Protection Lender nor any Lender shall be under any duty to send notices, dischargeperform services, exercise any rights of collection, enforcement, conversion or cessation exchange, vote, pay for insurance, taxes or other charges or take any action of any kind in connection with the management of the liability of any other Borrower or any other Person for any Obligations due to any Applicable Law, or any invalidity or unenforceability in whole or in part of any of the Obligations or the Other Documents; (3) any merger, acquisition, consolidation or change in structure of any Borrower or any Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower or any Guarantor or other Person; (4) any assignment or other transfer, in whole or in part, of Agent’s or any Lender’s interests in and rights under this Agreement (including this Section 15.2) or the Other Documents; (5) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of the Other Documents; (6) Agent’s or any Lender’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Document or any obligations of a Guarantor; (7) Agent’s or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Obligations or any Collateral; or (8) Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Law.

Liability of Borrower. The liability obligation of Borrower to repay each Advance and Bond Loan and to make any and all payments to Xxxxxx Xxx, Lender and Loan Servicer required by this Agreement shall not be subject to diminution by set-off, recoupment, counterclaim (other than mandatory counterclaims), abatement or otherwise. Until the later of the date on which (i) all the Bonds have been fully paid (or provision made therefor as a legal defeasance) in accordance with the Resolutions or Indentures, (ii) each Credit Enhancement Instrument has been terminated in accordance with its terms, and (iii) all amounts due and owing Xxxxxx Mae under this Agreement (and longer if required by the terms of this Agreement or any Bond Mortgage Loan Document) have been paid, Borrower (a) shall continue to have the obligation to repay each Advance and Bond Loan as aforesaid, and (b) shall perform and observe all of its other obligations contained in this Agreement, the Borrower Documents and all other documents contemplated hereby or thereby. The obligations of Borrower under this Agreement and the Other Documents will shall be irrevocable, absolute, independent unconditional and unconditionalirrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, and will not be affected by including, without limitation, the following circumstances: (a) any circumstance that might constitute a discharge invalidity or unenforceability of a surety or guarantor other than the indefeasible payment and performance in full of all Obligations. In furtherance any of the foregoing and without limiting the generality thereof, each Borrower agrees as follows: (i) such Borrower’s liability hereunder will be the immediate, direct, and primary obligation of such Borrower and will not be contingent upon Agent’s Documents or any Lender’s exercise other agreement or enforcement instrument related to the Borrower Documents; (b) any amendment or waiver of, or any consent to or departure from, the terms of any remedy it Credit Enhancement Instrument, any of the other Borrower Documents, or any other agreement or instrument related to the Borrower Documents, any extensions of time or other modifications of the terms and conditions for any act to be performed in connection with such Credit Enhancement Instrument; (c) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against Xxxxxx Xxx, Lender, the Loan Servicer, any other Borrower Issuer, any Trustee, any Tender Agent, the Remarketing Agent, any Guarantor or any other Person, or against any collateral or other security for any Obligations; (ii) such Borrower’s payment of a portion, but not all, of the Obligations will whether in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; and (iii) such Borrower’s liability connection with respect to the Obligations will remain in full force and effect without regard to, and will not be impaired or affected by, nor will such Borrower be exonerated or discharged bythis Agreement, any of the following events: (1) any proceeding under any Bankruptcy Law; (2) any limitation, discharge, or cessation of the liability of any other Borrower or Documents, any other Person for any Obligations due to any Applicable LawMortgaged Property, or any invalidity unrelated transaction; (d) the surrender or unenforceability in whole impairment of any security for the performance or in part observance of any of the Obligations agreements or terms of this Agreement or the Other other Borrower Documents; ; (3e) defect in title to any mergerMortgaged Property, acquisitionany acts or circumstances that may constitute failure of consideration, consolidation destruction of, damage to or change in structure condemnation of any Borrower or any Guarantor or other PersonMortgaged Property, commercial frustration of purpose, or any sale, lease, transfer change in the tax or other disposition laws of the United States of America or of any or all of the assets or shares of any Borrower State or any Guarantor or other Person; political subdivision of either, (4f) any assignment or other transfer, in whole or in part, of Agent’s or any Lender’s interests in and rights under this Agreement the breach (including this Section 15.2) or the Other Documents; (5) any claim, defense, counterclaim or setoff, other than that of prior performancea willful breach) by Xxxxxx Mae, that Lender, the Loan Servicer, any BorrowerIssuer, any Trustee, any Tender Agent, the Remarketing Agent, any Guarantor or any other Person may have or assert, including of its obligations under any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of the Other Documents; (6) Agent’s or any Lender’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Borrower Document or (g) any obligations of a Guarantor; (7) Agent’s other circumstance, happening or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Obligations or any Collateral; or (8) Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Lawomission whatsoever.

Liability of Borrower. The liability Except as expressly set forth in the balance of each Borrower this Section or in the Indemnity Agreement or Guaranty, anything contained herein or in any other Loan Documents to the contrary notwithstanding, no recourse shall be had for the payment of the principal or interest on the Note or for any other obligation hereunder or under this Agreement and the Other Loan Documents will be irrevocableagainst (i) any affiliate, absoluteparent company, independent and unconditionaltrustee or advisor of Borrower, and will not be affected by any circumstance that might constitute a discharge Operating Lessee, or Liable Party, or owner of a surety direct or guarantor indirect beneficial or equitable interest in Borrower, Operating Lessee or Liable Party, any member in Borrower or Operating Lessee, or any partner, shareholder or member therein (other than against Liable Party pursuant to the Guaranty or Indemnity Agreement or other than the indefeasible payment Affiliated Guarantor under the Affiliated Guaranty or the Affiliated Guarantor Subordinate Deed of Trust); (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), individual or entity to which any ownership interest in Borrower, Operating Lessee or Liable Party shall have been transferred; (iv) any purchaser of any asset of Borrower, Operating Lessee or Liable Party; or (v) any other Person (except Borrower and performance Liable Party pursuant to the Guaranty and except for the Affiliated Guarantor under the Affiliated Guaranty or the Affiliated Guarantor Subordinate Deed of Trust), for any deficiency or other sum owing with respect to the Note. It is understood that the Note (except as set forth in full the balance of all Obligationsthis Section and in the Indemnity Agreement or Guaranty) may not be enforced against any person described in clauses (i) through (v) above (other than against Liable Party pursuant to the Indemnity Agreement or Guaranty as set forth in clauses (i) and (v) above and other than the Affiliated Guarantor under the Affiliated Guaranty or the Affiliated Guarantor Subordinate Deed of Trust as set forth in clauses (i) and (v) above) unless such person is independently liable for the obligations under the Loan Documents, the Indemnity Agreement, the Guaranty or other document relating to the Loan, and Lender agrees not to xxx or bring any legal action or proceeding against any such person in such respect. In furtherance However, nothing contained in this Section or the Loan Documents shall: (a) prevent recourse to the Borrower or, if and to the extent applicable, the Liable Party or the assets of Borrower, or, if and to the extent applicable, the assets of the foregoing Liable Party, or enforcement of the Mortgage or other instrument or document by which Borrower is bound pursuant to the Loan Documents; (b) if and without limiting to the generality thereofextent applicable, each Borrower agrees as followsprevent recourse to the Affiliated Guarantor pursuant to the Affiliated Guaranty or, if and to the extent applicable, the enforcement of the Affiliated Guarantor Subordinate Deed of Trust; (c) limit Lender’s rights to institute or prosecute a legal action or proceeding or otherwise make a claim against Borrower, Operating Lessee and/or the Liable Party for damages and losses to the extent arising directly or indirectly from any of the following or against the person or persons committing any of the following: (i) such Borrower’s liability hereunder will be the immediate, direct, and primary obligation of such Borrower and will not be contingent upon Agent’s fraud or any Lender’s exercise or enforcement of any remedy it may have against any other Borrower or any other Person, or against any collateral or other security for any Obligations; (ii) such Borrower’s payment of a portion, but not all, of the Obligations will in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; and (iii) such Borrower’s liability with respect to the Obligations will remain in full force and effect without regard to, and will not be impaired or affected by, nor will such Borrower be exonerated or discharged by, any of the following events: (1) any proceeding under any Bankruptcy Law; (2) any limitation, discharge, or cessation of the liability of any other Borrower or any other Person for any Obligations due to any Applicable Law, or any invalidity or unenforceability in whole or in part of any of the Obligations or the Other Documents; (3) any merger, acquisition, consolidation or change in structure of any Borrower or any Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower or any Guarantor or other Person; (4) any assignment or other transfer, in whole or in part, of Agent’s or any Lender’s interests in and rights under this Agreement (including this Section 15.2) or the Other Documents; (5) any claim, defense, counterclaim or setoff, other than that of prior performance, that any intentional misrepresentation by Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of Operating Lessee and/or the Other Documents; (6) Agent’s or any Lender’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Document or any obligations of a Guarantor; (7) Agent’s or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Obligations or any Collateral; or (8) Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Law.Liable Party,

Liability of Borrower. The liability Except as expressly set forth in the balance of each this Section or in the Indemnity Agreement or Guaranty, anything contained herein or in any other Loan Documents to the contrary notwithstanding, no recourse shall be had for the payment of the principal or interest on the Note or for any other obligation hereunder or under the Loan Documents against (i) any affiliate, parent company, trustee or advisor of Borrower, Operating Lessee, Liable Party, or owner of a direct or indirect beneficial or equitable interest in Borrower, Operating Lessee or Liable Party, any member in or manager of Borrower, Liable Party or Operating Lessee, or any partner, shareholder or member therein (other than against Liable Party pursuant to the Guaranty or Indemnity Agreement); (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), individual or entity to which any ownership interest in Borrower, Operating Lessee or Liable Party shall have been transferred; (iv) any purchaser of any asset of Borrower or Operating Lessee; or (v) any other person or entity (except Borrower and Liable Party pursuant to the Guaranty), for any deficiency or other sum owing with respect to the Note. It is understood that the Note (except as set forth in the balance of this Section and in the Indemnity Agreement or Guaranty) may not be enforced against any person described in clauses (i) through (v) above (other than against Liable Party pursuant to the Indemnity Agreement or Guaranty as set forth in clauses (i) and (v) above) unless such person is independently liable for the obligations under this Agreement and the Other Documents will be irrevocableLoan Documents, absolutethe Indemnity Agreement, independent and unconditionalthe Guaranty or other document relating to the Loan, and will Lender agrees not be affected by to xxx or bring any circumstance that might constitute a discharge legal action or proceeding against any such person in such respect. However, nothing contained in this Section or in the Loan Documents shall: (a) prevent recourse to the Borrower or, if and to the extent applicable, the Liable Party or the assets of a surety Borrower, or, if and to the extent applicable, as provided in the Guaranty or guarantor other than Indemnity Agreement, the indefeasible payment and performance in full of all Obligations. In furtherance assets of the foregoing Liable Party, or enforcement of the Mortgage or other instrument or document by which Borrower is bound pursuant to the Loan Documents. (b) limit Lender’s rights to institute or prosecute a legal action or proceeding or otherwise make a claim against Borrower and/or the Liable Party for damages and without limiting losses to the generality thereof, each Borrower agrees as followsextent arising directly or indirectly from any of the following or against the person or persons committing any of the following: (i) such fraud or intentional misrepresentation by Borrower’s liability hereunder will be , Operating Lessee and/or the immediate, direct, and primary obligation of such Borrower and will not be contingent upon Agent’s or any Lender’s exercise or enforcement of any remedy it may have against any other Borrower or any other Person, or against any collateral or other security for any Obligations;Liable Party, (ii) the misappropriation by Borrower, Operating Lessee or any affiliate of Borrower or Operating Lessee of any proceeds (including, without limitation, any Rents, security deposits, tenant letters of credit, insurance proceeds and condemnation proceeds), including (x) the failure to pay any such Borrower’s payment amounts to Lender as and to the extent required under the Loan Documents, (y) the collection of Rents for a portionperiod of more than 30 days in advance, but and (z) such amounts received after an Event of Default and not all, applied to the Loan or in accordance with the Loans Documents to operating and maintenance expenses of the Obligations will in no way limit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remaining unsatisfied; andProperty, (iii) such Borrower’s liability the failure of Borrower to pay any obligations for which an escrow of Premiums or Impositions was not required pursuant to Section 2.5 of this Mortgage; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Indemnity Agreement or in the Mortgage with respect to Hazardous Materials, (v) physical damage to the Obligations will remain Property from intentional waste committed by Borrower, Operating Lessee or any affiliate of Borrower or Operating Lessee, or (vi) any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees, causes of action, suits, claims, demands and adjustments of any nature or description whatsoever) which may at any time be imposed upon, incurred by or awarded against Lender, in full force the event (and effect arising out of such circumstances) that Borrower should raise any defense, counterclaim and/or allegation in any foreclosure action by Lender relative to the Property, or in any claim or action by Lender relative to the assignment of Borrower’s rights to the Interest Rate Cap Agreement (including the right to receive any proceeds derived therefore) or any part thereof, which is found by a court of competent jurisdiction to have been raised by Borrower or Operating Lessee in bad faith or to be without regard to, and will not be impaired basis in fact or affected by, nor will such Borrower be exonerated law. (c) limit Lender’s rights to recover damages to the extent arising from Borrower’s or discharged by, any Operating Lessee’s failure to comply with the provisions of the following events:Mortgage pertaining to ERISA, (1d) limit Lender’s rights to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of this Mortgage and any proceeding under any Bankruptcy Law;amount expended by Lender in connection with the foreclosure of the Mortgage, or, (2e) limit Lender’s rights to enforce any limitationleases entered into by Borrower or its affiliates as tenant, dischargeguarantees, or cessation of the liability of any other agreements entered into by Borrower in a capacity other than as Borrower or any other Person for any Obligations due to any Applicable Law, or any invalidity or unenforceability in whole or in part policies of any of the Obligations or the Other Documents; (3) any merger, acquisition, consolidation or change in structure of any Borrower or any Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower or any Guarantor or other Person; (4) any assignment or other transfer, in whole or in part, of Agent’s or any Lender’s interests in and rights under this Agreement (including this Section 15.2) or the Other Documents; (5) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Agreement or any of the Other Documents; (6) Agent’s or any Lender’s amendment, modification, renewal, extension, cancellation or surrender of this Agreement or any Other Document or any obligations of a Guarantor; (7) Agent’s or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Obligations or any Collateral; or (8) Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Bankruptcy Lawinsurance.