Limitation on Personal Liability. (a) Except as otherwise provided in Section 9.11(b), neither the Sponsor nor its officers, directors, partners, members, managers or employees, shall have personal liability under this Agreement or any other Sponsor Document for the payment of the payment Obligations or for the performance of any other Obligations of the Sponsor under the Sponsor Documents, and Xxxxxxx Mac’s only recourse for the satisfaction or performance of the Obligations shall be Xxxxxxx Mac’s exercise of its rights and remedies with respect to the UCC Collateral and any other collateral held by Xxxxxxx Mac as security for the Obligations. The foregoing notwithstanding, the Sponsor acknowledges that this Section 9.11(a) shall not be construed as limiting the coverage of, or any of Xxxxxxx Mac’s rights under, the Guaranty. (b) The Sponsor shall be personally liable to Xxxxxxx Mac for its damages, losses or expenses, as applicable upon the occurrence of any of the following: (1) fraud or written material misrepresentation by the Sponsor, or any Sponsor Affiliate, or any officer, director, partner, member, manager or employee of the Sponsor, or any Sponsor Affiliate, in connection with the application for or creation of the Obligations or any request for any action or consent by Xxxxxxx Mac, (2) any costs and expenses incurred by Xxxxxxx Mac in connection with the collection of any amount for which the Sponsor is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s books and records to determine the amount for which the Sponsor has personal liability; and (3) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable to Xxxxxxx Mac for indemnification obligations under Section 3.12. (c) To the extent that the Sponsor has personal liability under this Section 9.11, Xxxxxxx Mac may exercise its rights against the Sponsor personally without regard to whether Xxxxxxx Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to Xxxxxxx Mac under this Agreement, any other Sponsor Document or applicable law.
Appears in 3 contracts
Samples: Bond Exchange, Reimbursement, Pledge and Security Agreement (America First Multifamily Investors, L.P.), Bond Exchange, Reimbursement, Pledge and Security Agreement (America First Multifamily Investors, L.P.), Bond Exchange, Reimbursement, Pledge and Security Agreement (America First Multifamily Investors, L.P.)
Limitation on Personal Liability. (a) Except as otherwise provided in Section 9.11(b), neither the Sponsor nor its officers, directors, partners, members, managers or employees, shall have personal liability under this Agreement or any other Sponsor Document for the payment of the payment Obligations or for the performance of any other Obligations of the Sponsor under the Sponsor Documents, and Xxxxxxx Fxxxxxx Mac’s only recourse for the satisfaction or performance of the Obligations shall be Xxxxxxx Fxxxxxx Mac’s exercise of its rights and remedies with respect to the UCC Collateral and any other collateral held by Xxxxxxx Fxxxxxx Mac as security for the Obligations. The foregoing notwithstanding, the Sponsor acknowledges that this Section 9.11(a) shall not be construed as limiting the coverage of, or any of Xxxxxxx Fxxxxxx Mac’s rights under, the Guaranty.
(b) The Sponsor shall be personally liable to Xxxxxxx Fxxxxxx Mac for its damages, losses or expenses, as applicable upon the occurrence of any of the following: (1) fraud or written material misrepresentation by the Sponsor, or any Sponsor Affiliate, or any officer, director, partner, member, manager or employee of the Sponsor, or any Sponsor Affiliate, in connection with the application for or creation of the Obligations or any request for any action or consent by Xxxxxxx Fxxxxxx Mac, (2) any costs and expenses incurred by Xxxxxxx Fxxxxxx Mac in connection with the collection of any amount for which the Sponsor is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s books and records to determine the amount for which the Sponsor has personal liability; and (3) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable to Xxxxxxx Fxxxxxx Mac for indemnification obligations under Section 3.12.
(c) To the extent that the Sponsor has personal liability under this Section 9.11, Xxxxxxx Fxxxxxx Mac may exercise its rights against the Sponsor personally without regard to whether Xxxxxxx Fxxxxxx Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to Xxxxxxx Fxxxxxx Mac under this Agreement, any other Sponsor Document or applicable law.
Appears in 2 contracts
Samples: Bond Exchange, Reimbursement, Pledge and Security Agreement (America First Multifamily Investors, L.P.), Bond Exchange, Reimbursement, Pledge and Security Agreement (America First Tax Exempt Investors Lp)
