Limited Recourse Guarantee. Notwithstanding any other provision of this Agreement, it is expressly understood and agreed that the Guarantor shall have no personal liability with respect to the Secured Obligations and the Collateral Agent or any other Secured Party agrees to look solely to the Collateral and the Loan Parties other than the Guarantor (and the assets pledged by them) for satisfaction of the Secured Obligations. The Collateral Agent’s or any other Secured Party’s rights and remedies hereunder shall be limited to the Collateral and neither the Collateral Agent nor any other Secured Party shall have any right or claim against the Guarantor or any of its property or assets other than the Collateral. If the Collateral Agent obtains a judgment in respect of the Secured Obligations such judgment may only be enforced against the Collateral and the Loan Parties other than the Guarantor.
Limited Recourse Guarantee. 2.3 No Subrogation
Limited Recourse Guarantee. The Pledgor hereby, unconditionally and irrevocably, guarantees to Administrative Agent, for the ratable benefit of the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance of each Obligor when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as such term is defined in the Credit Agreement); provided, however, that the Pledgor’s liability under this Pledge Agreement shall be limited to the Collateral, it being understood that it is the intention of the parties that this guarantee is a non-recourse obligation of the Pledgor except to the Collateral and that the rights of Administrative Agent to recover against any Person in respect of this Pledge Agreement shall be limited solely to the Collateral; and provided, further, that the maximum liability of the Pledgor hereunder shall in no event exceed the amount which can be guaranteed by the Pledgor under applicable federal and state laws relating to the insolvency of debtors.
Limited Recourse Guarantee. The Guarantor hereby guarantees the payment, and punctual and complete performance by the Issuer of the Obligations to the Holders on demand, the liability of the Guarantor hereunder being limited to the Collateral and any proceeds arising on realization of the Security Interest constituted by Section 3.1
Limited Recourse Guarantee. (a) The Limited Recourse Guarantor, unconditionally and irrevocably, hereby guarantees to the Issuing Bank, but only up to the Maximum Amount (as defined below) the prompt and complete payment and performance by the Account Party when due (whether at the stated maturity, by acceleration or otherwise) of the L/C Obligations. The maximum aggregate liability of the Limited Recourse Guarantor hereunder and under any other Loan Document in respect of any and all L/C Exposure shall not exceed, at any time and under any circumstance, 5% of the greater of (x) the amount of the L/C Exposure then outstanding at such time and (y) the amount of the L/C Commitment then outstanding at such time (the “Maximum Amount”), and the Issuing Bank hereby agrees that the Limited Recourse Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Agreement and this Agreement may not be enforced against the Limited Recourse Guarantor without giving effect to the Maximum Amount.
Limited Recourse Guarantee. Notwithstanding anything contained in any other provision of this Agreement to the contrary, (a) neither Agent nor any of the Lenders shall have recourse to the Pledgor or to any of its tangible or intangible assets to satisfy the Obligations or for any other amounts that may become owing by the Pledgor in connection with the execution, delivery and performance of this Agreement, except and only to the extent of the Cash Account Collateral (as defined below) and the Trust Property, (b) the Agent and the Lenders shall look solely to the Cash Account Collateral and Trust Property for payment and satisfaction of the Guarantee in this Agreement and (c) the Pledgor shall have no liability for any deficiency if the proceeds of the sale or other disposition of the Cash Account Collateral and Trust Property are insufficient to satisfy the Obligations.
Limited Recourse Guarantee. The Limited Recourse Pledgor unconditionally guarantees the full and punctual payment of the Secured Obligations when due (whether at stated maturity, upon acceleration or otherwise).
Limited Recourse Guarantee. Notwithstanding anything to the contrary contained in this Guarantee or the Securities Pledge Agreement, the recourse of the Guarantee Beneficiaries pursuant to this Guarantee shall be limited to their rights to realize upon the Collateral (as defined in the Securities Pledge Agreement) pursuant to the Securities Pledge Agreement and to exercise their other rights and remedies as provided in the Securities Pledge Agreement, and the Guarantee Beneficiaries shall have no further recourse to the Guarantor or its assets for any deficiency remaining after such realization has been effected. For certainty, nothing in this Section shall in any way limit or affect the recourse of the Guarantor Beneficiaries against any Person other than the Guarantor.
Limited Recourse Guarantee. (a) The Limited Recourse Guarantor, unconditionally and irrevocably, hereby guarantees to the Issuing Bank, but only up to the Maximum Amount (as defined below) the prompt and complete payment and performance by the Account Party when due (whether at the stated maturity, by acceleration or otherwise) of the L/C Obligations. The maximum aggregate liability of the Limited Recourse Guarantor hereunder and under any other Loan Document in respect of any and all L/C Exposure shall not exceed, at any time and under any circumstance, 5% of the greater of (x) the amount of the L/C Exposure then outstanding at such time and (y) the amount of the L/C Commitment then outstanding at such time (the “Maximum Amount”), and the Issuing Bank hereby agrees that the Limited Recourse Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Agreement and this Agreement may not be enforced against the Limited Recourse Guarantor without giving effect to the Maximum Amount. (b) If and to the extent required in order for the Guarantor Obligations of the Limited Recourse Guarantor to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of the Limited Recourse Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by the Limited Recourse Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 7.02. The Limited Recourse Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) the Limited Recourse Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including the Limited Recourse Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) the Limited Recourse Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy
Limited Recourse Guarantee. Notwithstanding any other provision of this Agreement, it is expressly understood and agreed that no Guarantor shall have personal liability with respect to the Secured Obligations and the Collateral Agent or any other Secured Party agrees to look solely to the Collateral and the Loan Parties other than any Guarantor (and the assets pledged by them) for satisfaction of the Secured Obligations. The Collateral Agent’s or any other Secured Party’s rights and remedies hereunder shall be limited to the Collateral and neither the Collateral Agent nor any other Secured Party shall have any right or claim against any Guarantor or any of its property or assets other than the Collateral. If the Collateral Agent obtains a judgment in respect of the Secured Obligations, such judgment may only be enforced against the Collateral and the Loan Parties other than any Guarantor. 2.9 Spanish guarantee limitation. Any guarantee, security, indemnity, obligation and liability granted, incurred, undertaken, assumed or otherwise agreed by a Spanish 6 Exhibit 4.3 Guarantor under any Loan Documents shall not include and not extend to any liabilities to the extent that the same would cause a breach of the financial assistance prohibitions and if and to the extent that may be the case, the said guarantees, security, indemnities and other obligations or liabilities will be deemed not to have been granted, incurred, undertaken, assumed or otherwise agreed by that Spanish Guarantor. For the purposes of this Section 2.9, financial assistance has the meaning stated under:
