No Exculpation. This Agreement shall not be subject to any exculpation, non-recourse or other limitation of liability provisions in the Loan Documents, and Indemnitor acknowledges that Indemnitor's obligations under this Agreement are joint, several and unconditional, and are not limited by any such exculpation, non-recourse or similar limitation of liability provisions, if any, in the Loan Documents.
No Exculpation. No exculpatory, “non-recourse”, “limited recourse”, or other language contained in any other Loan Document or in any other document shall in any way prevent or limit Lender from enforcing this Guaranty against Guarantor personally.
No Exculpation. Subject to the last sentence of Section 4.3 hereof, the obligations of Guarantor under this Guaranty are not limited or impaired by any provisions in the Loan Documents exculpating Borrower or Borrower’s partners from personal liability thereunder or limiting Lender’s recourse against Borrower or Borrower’s partners.
No Exculpation. Nothing contained in this Section or elsewhere in this Agreement shall be deemed to reduce the Commitment of any Bank or in any way affect the rights of the Borrower with respect to any Defaulting Lender or, if the Administrative Agent is a Defaulting Lender, the Administrative Agent. The status of any Bank as a Defaulting Lender shall not relieve any other Bank of its obligations to fund its Commitment or otherwise perform its obligations in accordance with the provisions of this Agreement.
No Exculpation. Notwithstanding anything to the contrary in this Loan Guaranty or any other Loan Documents, no present or future, direct or indirect, shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in (a) Guarantor or (b) any Person that is or becomes a “Constituent Member” in Guarantor (in each case expressly excluding any additional or replacement guarantor that executes and delivers a joinder to this Loan Guaranty) shall have any personal liability, directly or indirectly, under or in connection with this Loan Guaranty, or any amendment or amendments hereto made at any time or times, heretofore or hereafter, and Administrative Agent on behalf of itself and each of its successors and assigns, hereby waives any and all such personal liability. A “Constituent Member” in Guarantor shall mean any direct shareholder, member or partner in Guarantor and any Person that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities, owns an interest in such Guarantor.
No Exculpation. (a) Nothing contained herein shall in any manner or way release, affect or impair the right of Agent on behalf of the Lenders to recover, and Borrower shall be fully and personally liable and subject to legal action, for any loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs) incurred or suffered by Lender arising out of or in connection with the Notes, this Agreement, the Security Instruments or the other Loan Documents. Agent may enforce the liability and obligation of Borrower and Operating Lessee (as applicable) to perform and observe the obligations contained in the Notes, this Agreement, the Security Instruments or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower. Agent may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Notes, this Agreement, the Security Instruments and the other Loan Documents, or in the Properties, the Rents, or any other collateral given to Agent pursuant to the Loan Documents and in the event that any judgment in any such action or proceeding shall be greater than the extent of Borrower’s or Operating Lessee’s interest in the Properties, in the Rents, in the Collateral and in any other collateral given to Agent, and Agent may sxx for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Notes, this Agreement, the Security Instruments or the other Loan Documents.
(b) Notwithstanding anything to the contrary in this Section 9.4 or any other provision of this Agreement or any other Loan Document, Operating Lessee shall not be liable to Lender under this Section 9.4 or any other provision of this Agreement or any other Loan Document (including, without limitation, any liability for all or any portion of the Debt), provided that, upon the occurrence of an Event of Default hereunder, Agent shall have the right to foreclose upon Operating Lessee’s interest in the Viceroy Property subject to and in accordance with the terms hereof and of the applicable Security Instruments and any other collateral securing the Loan in which Operating Lessee now or hereafter has any right, title or interest, including, without limitation, the Collateral under the Pledge Agreement.
(c) Notwithstandin...
No Exculpation. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own gross negligence or willful misconduct, except that:
(i) this Section 22.2(b) shall not be construed to limit the effect of Section 22.2(a);
(ii) the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or by an employee of the Collateral Agent delegated responsibility for such judgment with due care unless it shall be proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and
(iii) the Collateral Agent shall not be liable to any Holder with respect to any action taken or omitted to be taken by it, in good faith after an Event of Default shall have occurred, in accordance with the direction of the Required Holders relating to the method and place of conducting any proceeding for any remedy available to the Collateral Agent.
No Exculpation. No provision hereof or any other Transaction Document shall be construed to relieve the Trustee from liability for its own grossly negligent actions, grossly negligent failures to act, bad faith or willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of Section 8.2(a);
(ii) the Trustee shall not be liable to any Secured Party for any error of judgment made in good faith by an officer or by an employee thereof unless it shall be conclusively determined by a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable to any Secured Party with respect to any action taken or omitted to be taken by it in good faith pursuant to and in accordance with the written directions of the Required Secured Parties; and
(iv) the Trustee shall not be liable to any Secured Party with respect to its failure to take any action under this Agreement or any of the other Security Documents pursuant to and in accordance with the written directions of the Required Secured Parties if such action would, in the good faith opinion of the Trustee, be unlawful or contrary to the terms and provisions of this Agreement or any other Security Document, or would subject the Trustee to liability under any federal, state or local laws or regulations (including, without limitation, environmental protection laws or regulations). The Trustee shall be entitled to take any action or to refuse to take any action which the Trustee regards as necessary for the Trustee to comply with any applicable Law, regulation or fiscal requirement of any Governmental Authority or any court order binding upon it.
No Exculpation. No exculpatory, “non-recourse”, “limited recourse”, or other language contained in the Grant Agreement or in any other document shall in any way prevent or limit NYSERDA from enforcing this Guaranty against Guarantor personally, but in no event may this Guaranty be enforced against the officers, directors, partners, employees, members, or principals of Guarantor.
No Exculpation. Subject to the last sentence of Section 4.3 hereof, the obligations of Guarantor under this Guaranty are not limited or impaired by any provisions in the Loan Documents exculpating Borrower or Borrower’s partners from personal liability thereunder or limiting Xxxxxx’s recourse against Borrower or Borrower’s partners. TIAA Authorization ID # AAA-7376; TIAA Inv. ID # 0006950 University Park Village Recourse Guaranty 15377682v.2 / 73828-000098
