Common use of Limitation on Recourse Clause in Contracts

Limitation on Recourse. Notwithstanding anything to the contrary expressed or implied herein, where the Termination Sum becomes payable by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of any voluntary termination of the leasing of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisen, the Lessor shall have no recourse against the Lessee or any of the assets and undertakings of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from and to the extent of the payments made by a Relevant Bank under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination of the Lease Obligations and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim or proof is a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to the exercise by the Lessor of any right, title, interest and benefit in, to, under or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant Bank.

Limitation on Recourse. Notwithstanding anything the foregoing provisions of this Article II, (a) the obligation of the Obligor to make payments under Section 2.1 hereof and under Section 2.1 of the Related Payment and Indemnity Agreement, other than Excluded Payments, shall be limited in the aggregate to the contrary expressed or implied hereinMaximum Amount, where and in the Termination Sum becomes payable by event that the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at Aggregate Disposition Proceeds exceed the time of any voluntary termination sum of the leasing of Maximum Amount and the Ship pursuant to clause 3.3 a Relevant Bank Event has arisenExcluded Payments, the Lessor Beneficiaries agree that they shall have assert no recourse against the Lessee secured claim or any of the assets and undertakings of the Lessee interest in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from excess proceeds, (b) if and to the extent that the Guaranteed Amounts (other than the Excluded Payments) in the aggregate exceed the Maximum Amount (the excess of Guaranteed Amounts (other than the Excluded Payments) over the Maximum Amount being referred to herein as the "Excess Amount"), and any one or more of the payments made by Beneficiaries is entitled to assert and does assert an unsecured claim against AWA under any of the AWA Operative Documents with respect to such Excess Amount, such Beneficiaries agree that they shall not be entitled to a Relevant Bank distribution on account of any such unsecured claim in respect of any Excess Amount against the Obligor hereunder (or under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination of the Lease Obligations Related Payment and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (bIndemnity Agreement) to the extent that such Beneficiary receives a distribution on account of such unsecured claim or proof is and a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to the exercise by the Lessor of any right, title, interest and benefit in, to, under or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event distribution in respect of amounts to which any Excess Amount against the obligations of the Lessee are limited recourse pursuant to this clause; and Obligor hereunder would be duplicative, and (c) save where with respect to any AWA Operative Document that requires AWA to pay a Guaranteed Amount to an owner trustee who in turn is obligated to remit such payment to a Beneficiary, nothing herein shall be deemed to allocate to the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all Obligor any liability arising out of the Lease Obligations. Accordingly, and without limiting the generality failure of the foregoing, such owner trustee to the extent that the Termination Sum and any other amounts due and owing by the Lessee duly remit payments received from AWA under such AWA Operative Document unless such liability is already allocated to the Lessor AWA under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant BankAWA Operative Document.

Limitation on Recourse. Notwithstanding anything Except as otherwise provided herein, in no event shall Pledgor have any personal liability for payment of principal and interest on the Notes. Pledgee shall look solely to the contrary expressed Collateral for the payment of such principal and interest and shall not seek a deficiency or implied herein, where other personal judgment against Pledgor for such principal and interest in the Termination Sum becomes payable by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of event that any voluntary termination sale of the leasing Collateral shall be insufficient to satisfy the Notes. Nothing herein contained shall, however, impair any right, remedy or security of Pledgee with respect to the Ship pursuant to clause 3.3 a Relevant Bank Event has arisenCollateral under this Agreement, the Lessor shall have no recourse against Notes, the Lessee Financing Agreement or any other Obligation Document, nor limit Pledgor's obligations to perform any of Pledgor's other obligations under this Agreement, the assets and undertakings Notes, the Financing Agreement or any other Obligation Document, including, without limitation, Pledgor's obligation to indemnify Pledgee as set forth in the Obligation Documents. Notwithstanding the foregoing limitation of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount recourse, Pledgor shall be recoverable by the Lessor only from and to the extent of the payments made by a Relevant Bank under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis thatremain fully liable for: (a) the foregoing limitation on recourse shall be ignored Fraud, breach of trust, or any material misrepresentation by Pledgor or any other Borrower in the determination of Obligation Documents or any other documents or instruments evidencing, securing or relating to the Lease Obligations and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourseLoans; (b) Waste of a material nature to any part of the Collateral or the Other Collateral caused by Pledgor's or any other Borrower's gross negligence or willful and wanton neglect or abuse of the Collateral or the Other Collateral or, with respect to portions of the Other Collateral not operated by any of the Borrowers, failure to exert reasonable control appropriate for an owner that is not also the operator; (c) Failure to pay taxes, insurance, assessments, charges for labor or materials, or other charges, fees or assessments that can create or result in liens on any portion of the Collateral or the Other Collateral; (d) Any beaches of warranty or defects of title to the extent that Collateral or the Other Collateral; (e) Any breach of a claim warranty or proof is representation contained in this Agreement or any other Obligation Document; failure to perform any covenant or other agreement contained in this Agreement or any other Obligation Document, or any indemnity contained in this Agreement or any other Obligation Document; (f) Any attempt by Pledgor or any other Borrower to communicate in any manner with the purchasers of Hydrocarbons or other products from the Other Collateral after the delivery to such purchasers of a necessary procedural step notice directing payments to enable the realisation or enforcement be made directly to Pledgee (as set forth in section 3.1 of the full benefit Refinery Deed of this Lease Trust) in an attempt to hinder or interfere with the rights of Pledgee; (g) The return of, or reimbursement for, all monies received by Pledgor or any other Borrower from the purchasers of Hydrocarbons or other products from the Other Collateral for monies attributable to Hydrocarbons or other products from the Other Collateral after receipt by any such purchaser of a notice directing payments to be made directly to Pledgee; (h) Any attempt by Pledgor or any other Borrower to hinder or interfere with the foreclosure of or other realization on the Collateral or the other Relevant DocumentsOther Collateral (whether by judicial action, power of sale, trustee's sale or to otherwise), including without limitation the filing of a lis pendens, the initiation of any lawsuit or the requesting of injunctive relief from any court or tribunal, having the effect of hindering or delaying the exercise by Pledgee (or the Lessor Trustee under the Refinery Deed of Trust) of any right, title, interest and benefit in, to, right or remedy under this Agreement or pursuant to this Lease and the any other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clauseObligation Document; and (ci) save where After an Event of Default, Pledgor or any other Borrower shall fail or refuse to execute and deliver to Pledgee any instrument reasonably requested by Pledgee and prepared at Borrowers' expense, which is necessary to fully vest title to the Lessor has agreed to limit its rights of recourse against Collateral or the Lessee under, Other Collateral in Pledgee or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect purchaser(s) of all or part of the Lease ObligationsCollateral or the Other Collateral pursuant to any sale as provided for in this Agreement or any other Obligation Document. Accordingly, Pledgor shall be fully and without limiting the generality personally liable for all attorneys' fees and costs and expenses incurred by Pledgor arising out of any of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant Bankforegoing paragraphs (a) through (i).

Limitation on Recourse. Notwithstanding anything any provision of this Agreement, except as provided in this Paragraph 23, and except with respect to the contrary expressed indemnification provided in Paragraph 22 and in Section 6 of the Custody Agreement, Buyer shall not enforce the liability and obligation of Seller to perform and observe the obligations contained in this Agreement by any action or implied hereinproceeding wherein a money judgment shall be sought against Seller, where except that Buyer may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Buyer to enforce and realize upon its interest under this Agreement, and its interest in the Termination Sum becomes payable Purchased Securities, and any other Collateral given to Buyer under the Program Documents (including, without limitation, any Income held in a deposit account pursuant to Paragraph 14); provided, however, that any judgment in any such action or proceeding shall be enforceable against Seller only to the extent of Seller's interest in the Purchased Securities and in any other Collateral given to Buyer. Buyer agrees that it shall not sue for, seek or demand axx deficiency judgment against Seller in any such action or proceeding, under or by reason of or under or in connection with this Agreement. The provisions of this Paragraph 23 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of any voluntary termination of the leasing of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisen, the Lessor shall have no recourse against the Lessee or any of the assets and undertakings of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from and Program Documents except to the extent of the payments made by limitations in money judgments and deficiency judgments set forth in this Paragraph 23; (ii) impair the right of Buyer to name Seller as a Relevant Bank party defendant in any action or suit for judicial foreclosure and sale under the Letter Program Documents; (iii) impair the right of Credit Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to fraud or intentional misrepresentation by Seller or any other Additional Security Document. The limitation on recourse contained person or entity in this clause 27.4 is given connection with the Program Documents; (v) impair the right of Buyer to obtain payments on the basis that: Purchased Securities received by Seller after the occurrence of an Event of Default; (avi) impair the foregoing limitation on recourse shall be ignored right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by Seller of Loan payments collected in advance; (vii) impair the determination right of the Lease Obligations and the Lease Obligations shall include all moneysBuyer to obtain insurance proceeds or condemnation awards due to Buyer under this Agreement; or (viii) apply to losses arising out of any misrepresentation, obligations and liabilities which are to be paid, repaid, performed, satisfied wilful misconduct or discharged fraud by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim Seller or proof is a necessary procedural step to enable the realisation its agents or enforcement of the full benefit of this Lease or the other Relevant Documents, employees or to the exercise by the Lessor of any right, title, interest and benefit in, to, under suit or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant Bankmoney judgment related thereto.