Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 7 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 5 contracts
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Non-Petition; Limited Recourse. Each of The Collateral Manager shall continue to serve as Collateral Manager under this Agreement notwithstanding that the Collateral AgentManager shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. The Collateral Manager hereby agrees that it shall not institute against, or join, cooperate with or encourage any other Person in instituting against, the IntermediaryBorrower for any reason whatsoever, including, without limitation, the non-payment to the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not any amounts due to commence, or join in the commencement ofit hereunder, any proceedings in any jurisdiction for the bankruptcy, winding-up reorganization, receivership, arrangement, insolvency, moratorium or liquidation of the Company proceedings or any other proceedings under United States federal or state bankruptcy or similar proceedings, in each case prior to the date that is laws until at least one year and one day (or or, if longer, any the applicable preference period then in effect plus one day) , after the payment in full of the Loans, the termination of all Commitments under the Credit Agreement and the payment of all amounts owing to the parties hereto. The foregoing restrictions are in respect of securities issued in connection with a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief)collateralized loan obligation, including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceedingif any; provided that such obligation shall be subject to the availability of funds therefor. Nothing nothing in this Section 10.01 17 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Collateral Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Collateral Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the limited liability company obligations of the Borrower, and that the Collateral Manager will not have any recourse to any of the officers, directors, employees, personnel, shareholders, affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any proceeding of the type described claims, losses, damages, liabilities, indemnities or other obligations in this Section that was instituted by the Company or against the Company by connection with any Person other than a party heretotransactions contemplated hereby. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement other Loan Document, recourse in respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Borrower hereunder will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporatorCollateral as applied in accordance with the Priority of Payments and, stockholder, officer, director, member, manager, employee or agent on the exhaustion thereof in accordance with the terms of the CompanyCredit Agreement, all obligations of and all claims against the Portfolio Manager Borrower arising from this Agreement or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, transactions contemplated hereby shall be extinguished and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution shall not thereafter revive. The provisions of this AgreementSection 17 shall survive the termination of this Agreement for any reason whatsoever.
Appears in 4 contracts
Samples: Collateral Management Agreement (AB Private Credit Investors Corp), Collateral Management Agreement (AB Private Lending Fund), Collateral Management Agreement (AB Private Credit Investors Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longerlater, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or of any other Loan Document, no the Secured Obligations are limited recourse under any obligation, covenant or agreement obligations of the Company or Company, payable solely from the Portfolio Manager contained Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other Loan Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against any incorporatorAffiliate, stockholdershareholder, partnermanager, officer, director, member, manager, employee or agent member of the Company (solely in their capacities as such) or successors or assigns for any amounts payable in respect of the Secured Obligations or this Agreement. It is understood that the foregoing provisions of this Section 10.01 shall not (1) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (2) constitute a waiver, release or discharge of any Secured Obligation until such Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this section shall not limit the right of any person to name the Company as a party defendant in any Proceeding or in the exercise of any other remedy under this Agreement or any other Loan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity. The Administrative Agent and the Financing Providers, in extending credit to the Company, have relied on the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation existence of the Company as an entity separate and distinct from any other entity (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by including any incorporatorshareholder, stockholdermanager, officer, director, member, manager, employee or agent member of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of and are not treating the Company or and any other Person, including, without limitation, Parent, as one and the Portfolio Manager contained in this Agreementsame entity, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreementsingle economic unit.
Appears in 3 contracts
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund), Loan and Security Agreement (Blackstone / GSO Secured Lending Fund), Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Non-Petition; Limited Recourse. Each of the (a) The Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commencecause the filing of a petition in bankruptcy or to institute any reorganization, arrangement, insolvency, moratorium or join in liquidation proceedings against the commencement of, any proceedings in any jurisdiction Issuer for the bankruptcy, winding-up or liquidation nonpayment of the Company fees or any similar proceedings, in each case prior other amounts payable by the Issuer to the date that is one year and one day (or if longer, any applicable preference period plus one day) after Collateral Manager under this Agreement until the payment in full of all amounts owing Notes issued under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement applicable preference period and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of one day, following such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds thereforpayment. Nothing in this Section 10.01 16 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager from taking any action with respect prior to any proceeding the expiration of the type described aforementioned period in this Section that was instituted (A) any case or proceeding voluntarily filed or commenced by the Company Issuer or against the Company (B) any involuntary insolvency proceeding filed or commenced by any a Person other than a party hereto. the Collateral Manager.
(b) Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement all of the Company or obligations of the Portfolio Manager contained in this Agreement Issuer under the Notes and the Transaction Documents are limited recourse obligations payable solely from Collateral granted to the Trustee pursuant to the Granting Clauses of the Indenture. No recourse shall be had for the payment of any amount owing in respect of this Agreement against any incorporator, stockholder, partner, other asset of the Issuer or against any officer, director, employee, partner, member, manager, employee shareholder or agent incorporator of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express Issuer. The obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent Issuer under this Agreement are limited recourse obligations of the CompanyIssuer payable solely as Administrative Expenses from amounts credited to the Expense Account pursuant to Section 10(c) of the Indenture, and following the Portfolio Manager or any reduction thereof to zero and realization of their respective Affiliates (solely by virtue all other Collateral and application of such capacity) or any of them under or by reason of any of proceeds in accordance with the obligationsIndenture, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any all obligations and all personal liability for breaches by claims against the Company Issuer hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. This Section 16(b) shall survive the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 3 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (CM Finance Inc), Collateral Management Agreement (CM Finance Inc)
Non-Petition; Limited Recourse. Each None of the Collateral Preferred Share Paying Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company Preferred Share Registrar or any similar proceedingsHolder may, in each case prior to the date that which is one year and one day (or if longer, any longer the applicable preference period then in effect) plus one day) day after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for Notes, institute against, or join any other Person in instituting against, the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent Issuer, the Co-Issuer or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any Permitted Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceedings, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar proceedings. The Company shall promptly object to the institution laws of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party heretojurisdiction. Notwithstanding any other provision provisions of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Issuer hereunder arising from time to time and at any time will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent cash proceeds of the CompanyCollateral at such time as applied in accordance with the Priority of Payments and, on the exhaustion thereof, all obligations of, and any remaining claims against, the Portfolio Manager Issuer arising from this Agreement or any transactions contemplated hereby shall be extinguished and shall not thereafter revive. The obligations of their respective Affiliates (the Issuer hereunder are solely by virtue corporate obligations of such capacity) or any of them under or by reason of the Issuer and no action shall be taken against any of the obligationsdirectors, covenants officers, employees, shareholders, affiliates or agreements incorporators of the Company or Issuer in connection with such obligations. Each Holder of an interest in any Preferred Share, by the Portfolio Manager contained in this Agreementacceptance of its interest, or implied therefrom, and shall be deemed to have irrevocably (i) agreed that any and all personal the Designated Transaction Representative shall have no liability for breaches any action taken or omitted by it or its agents in the Company performance of its role as Designated Transaction Representative and (ii) released the Designated Transaction Representative from any claim or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived action whatsoever relating to its performance as a condition of and in consideration for the execution Designated Transaction Representative. The provisions of this AgreementSection 7.5 shall survive termination of this Agreement for any reason whatsoever.
Appears in 3 contracts
Samples: Preferred Share Paying Agency Agreement (Granite Point Mortgage Trust Inc.), Preferred Share Paying Agency Agreement (Granite Point Mortgage Trust Inc.), Preferred Share Paying Agency Agreement (TPG RE Finance Trust, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate an obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderunder the Loan Documents) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this AgreementAgreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Franklin BSP Capital Corp), Loan and Security Agreement (Franklin BSP Lending Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, Administrator and the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (Sierra Income Corp), Loan Agreement (Sierra Income Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties heretoSecured Obligations (other than unmatured contingent indemnification and reimbursement obligations). The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Credit Document, (a) the Secured Obligations are limited recourse obligations of the Company, payable solely from the Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other Credit Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive and (b) no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Credit Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Credit Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required LendersAgent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-upwinding‑up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Loan Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (TCG BDC II, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lendersa) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse the Transferor hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Transferee any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding “Obligations” (as defined in the Credit Agreement) and the termination of all “Commitments” (as defined in the Credit Agreement); provided that nothing in this Section 3.07 shall preclude, or be deemed to prevent, the Transferor (i) from taking any obligation, covenant or agreement action prior to the expiration of the Company aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (x) any case or proceeding voluntarily filed or commenced by the Transferee or (y) any involuntary insolvency proceeding filed or commenced against the Transferee by a Person other than the Transferor, or (ii) from commencing against the Transferee or any properties of the Transferee any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.
(b) Notwithstanding any other provision of this Agreement:
(i) The obligations of the Transferor and the Transferee under this Agreement are limited recourse obligations of the Transferor and the Transferee, respectively, payable solely from the Transferor’s or the Portfolio Manager contained Transferee’s assets (as applicable), and, following realization of such assets and application of the proceeds thereof, all obligations of and any claims against the Transferor or the Transferee, as applicable, hereunder or in this Agreement connection herewith after such realization shall be extinguished and shall not thereafter revive.
(ii) No recourse shall be had against any incorporator, stockholder, partner, officer, director, employee, shareholder, member, manager, employee authorized person or agent incorporator of the Company, Transferor or the Portfolio Manager Transferee or any of their respective Affiliates managers or their respective affiliates, successors or assigns for any amounts payable under this Agreement.
(solely by virtue iii) The foregoing provisions of this Section 3.07(b) shall not:
(A) prevent recourse to the other party’s assets for the sums due or to become due under any security, instrument or agreement that is part of such capacityassets;
(B) by the enforcement constitute a waiver, release or discharge of any assessment indebtedness or obligation evidenced by this Agreement until all such assets have been realized; or
(C) limit the right of the Transferor to name the Transferee as a party defendant in any legal Proceeding or equitable proceeding, by virtue in the exercise of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them other remedy under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, so long as no judgment in the nature of a deficiency judgment or implied therefrom, and that any and all seeking personal liability shall be asked for breaches by or (if obtained) enforced against any Person referred to in Section 3.07(a)(ii).
(c) This Section 3.07 shall survive the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this AgreementAgreement and the Financing Transaction.
Appears in 2 contracts
Samples: Master Participation and Assignment Agreement (CION Investment Corp), Master Participation and Assignment Agreement (CION Investment Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-upwinding‑up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required LendersAgent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Loan Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lendersa) The Transferor hereby agrees that it will not to commenceinstitute against, or join any other Person in instituting against, the commencement of, Transferee any proceedings in any jurisdiction for the bankruptcy, winding-up reorganization, receivership, arrangement, insolvency, moratorium or liquidation of the Company proceeding or any other proceeding under federal or state bankruptcy, insolvency or similar proceedingsLaws (an "Insolvency Proceeding") so long as there shall not have elapsed one (1) year, in each case prior to the date that is one year and one day (or if longer, any the applicable preference period plus then in effect, and one day(1) after day from the payment in full of date on which all amounts owing owed by the Transferor pursuant to the parties heretothis Agreement have been paid in full. The foregoing restrictions are Transferee shall file a material inducement for timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Insolvency Proceeding commenced by any Person in violation of this Section 8.11. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the parties hereto Administrative Agent and the Lenders having creditor derivative standing in any Insolvency Proceeding to enter into enforce each and every covenant contained in this Agreement and are an essential term Section 8.11, as third-party beneficiaries of this Agreement. .
(b) The Administrative Agent or the Company may seek Transferor hereby acknowledges and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided agrees that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant covenant, or agreement of the Company or the Portfolio Manager Transferee contained in this Agreement shall the Transaction Documents may be had sought by it against any incorporator, stockholder, partner, officer, director, employee, member, managerpartner, employee general partner or agent manager of the CompanyTransferee, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; , it being expressly agreed and understood that this Agreement is solely a the Transaction Documents are corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager Transferee only. The Transferor hereby acknowledges and agrees that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee, member, managerpartner, employee general partner or agent manager of the CompanyTransferee, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them them, under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Transferee contained in this Agreementany Transaction Document, or implied therefrom, and that any and all personal liability of every such officer, director, employee, member, partner, general partner or manager for breaches by the Company or the Portfolio Manager Transferee of any of such obligations, covenants or agreements, either at common law or at equity, by statute or by statute, rule or regulationconstitution, of every such incorporator, stockholder, officer, director, employee, member, managerpartner, employee general partner or agent manager is hereby deemed expressly waived as a condition of and in consideration for by the execution parties hereto. The provisions of this AgreementSection 8.11(b) shall survive the expiration or termination of this Agreement and all other Transaction Documents.
Appears in 1 contract
Samples: Contribution Agreement (Ares Strategic Income Fund)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement or any related document to the contrary, the Custodian may not institute against, or join any other Person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws. Nothing in this Section 25 shall preclude, or be deemed to estop, the Custodian (A) from taking any action in (1) any case or proceeding voluntarily filed or commenced by the Company or (2) any involuntary insolvency proceeding filed or commenced by a Person other than the Custodian or its Affiliates, or (B) from commencing against the Company or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding. The obligations of the Company under this Agreement are limited recourse obligations payable solely from the assets of the Company in accordance with the terms of this Agreement. Once the assets of the Company have been realized and applied in accordance with the terms of any loan document, no note purchase agreement, promissory note, or other document representing debt obligations of the Company for borrowed money, any outstanding obligations of and any claims against the Company under this Agreement shall be extinguished and shall not thereafter revive. No recourse under shall be had for the payment of any obligationamount owing in respect of this Agreement against any officer, covenant director, employee, administrator, partner, shareholder or agreement incorporator of the Company or any successors or assigns thereof for any amounts payable under this Agreement. It is understood that the Portfolio Manager contained foregoing shall not prevent recourse to the assets of the Company in the manner provided in this Agreement shall be had against for the sums due or to become due under any incorporatorsecurity, stockholder, partner, officer, director, member, manager, employee instrument or agent agreement that is part of the assets of the Company. It is further understood that, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained except as otherwise provided in this Agreement, the foregoing provisions of this paragraph shall not limit the right of any Person to name the Company as a party defendant in any action or implied therefromsuit or in the exercise of any other remedy under this Agreement, and that any and all so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for breaches by the Company or the Portfolio Manager of (if obtained) enforced against any of such obligations, covenants Person or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreemententity.
Appears in 1 contract
Non-Petition; Limited Recourse. Each of The FSAM Master Agreement shall be amended to include the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager following provisions in Part 5 thereof and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join shall replace in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or its entirety any similar proceedingsoperative provision therein: “Non-Petition. Party A agrees that it will not, in each case prior to the date that is one year and one day six months (or if longer, any applicable such longer preference period plus one dayas may be in effect at such time) after the payment GIC Contracts (as defined in full the Pledge and Administration Agreement) have been paid in full, acquiesce, petition or otherwise institute against, or join any other person in instituting against, Party B, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, or similar law, including without limitations proceedings seeking to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of all amounts owing Party B or any substantial part of its property; provided that this provision shall not restrict or prohibit Party A from joining any such proceedings which shall have already commenced under applicable laws and not in violation of this provision. This provision shall survive the termination of this Agreement for any reason. This provision shall be without any prejudice to any rights of Party A with respect to the parties heretoDCL Guarantee.” “Limited Recourse. The foregoing restrictions are a material inducement for the parties hereto obligations of Party B in relation to enter into this Agreement and any Transaction hereunder are an essential term limited recourse obligations, payable solely from the proceeds of this the FSAM Collateral (as defined in the Pledge and Administration Agreement) available under and applied in accordance with the Priority of Payments set forth in Section 11.1(b) of the Pledge and Administration Agreement. The Administrative Agent or Upon application of the Company may seek FSAM Collateral and obtain specific performance proceeds thereof available to satisfy the obligations of such restrictions (including injunctive relief)Party B hereunder in accordance with the Pledge and Administration Agreement, including, without limitation, in Party A shall not be entitled to take any bankruptcy, winding-up, liquidation or similar proceedings. The Company further steps against Party B to recover any sums due and shall promptly object not constitute a claim against Party B to the institution extent of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds thereforinsufficiency. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no No recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had for the payment of any amounts owing in respect of this Agreement against any incorporator, stockholder, partner, officer, director, memberemployee, manager, employee stockholder or agent incorporator of the Company, the Portfolio Manager or Party B. This provision (x) shall be without any prejudice to any rights of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (Party A with respect to the express obligations of DCL Guarantee and (y) shall survive the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this AgreementAgreement for any reason.”
Appears in 1 contract
Samples: Credit Support Annex
Non-Petition; Limited Recourse. Each (a) The Purchaser acknowledges that the Borrower is a special purpose entity and that none of the Collateral Agentdirectors, officers, incorporators, shareholders, partners, agents or employees of the Intermediary, Borrower shall be personally liable for any of the Collateral Administrator, obligations of the Portfolio Manager and the other parties hereto Borrower under this Agreement. The Purchaser agrees no Borrower Party (other than the Administrative Agent acting at the direction Borrower) shall be liable for any of the Required Lenders) hereby obligations to the Purchaser under this Agreement, the Revolving Loan Agreement or any other Transaction Document. Notwithstanding anything to the contrary contained herein, the Purchaser agrees that the obligations of the Borrower under this Agreement from time to time and at any time are limited recourse obligations and the Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral available at such time, and, upon application of the proceeds of such Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein and the Revolving Loan Agreement, all obligations of and all claims against the Borrower under this Agreement, the Revolving Loan Agreement, any Revolving Note or any other Transaction Document shall extinguish and shall not thereafter revive. The Purchaser agrees not to commence, or join in cause the commencement of, any proceedings in any jurisdiction filing of a petition for the bankruptcy, winding-winding up or liquidation of the Company or Borrower for the non-payment of any similar proceedings, amounts provided in each case prior to the date that is this Agreement until at least one year and one day (or or, if longer, any the applicable preference period then in effect) plus one day) , after the payment in full of all amounts owing to the parties heretoLenders under the Revolving Loan Agreement. The foregoing restrictions are a material inducement Except as expressly provided herein, there shall be no recourse for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution payment of any bankruptcy, winding-up, liquidation or similar proceedings amount owing by the Borrower hereunder against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any other party hereto to file or any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, memberemployee, managershareholder, employee incorporator or agent other Affiliate of the Company, the Portfolio Manager such Person or any entity controlling such Person.
(b) The provisions of their respective Affiliates (solely by virtue of such capacity) by the enforcement of this Section 16 shall survive any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 1 contract
Samples: Equity Purchase Agreement (Owl Rock Core Income Corp.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longerlater, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-upwinding‑up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or of any other Loan Document, no the Secured Obligations are limited recourse under any obligation, covenant or agreement obligations of the Company or Company, payable solely from the Portfolio Manager contained Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other Loan Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against any incorporatorAffiliate, stockholdershareholder, partnermanager, officer, director, member, manager, employee or agent member of the Company (solely in their capacities as such) or successors or assigns for any amounts payable in respect of the Secured Obligations or this Agreement. It is understood that the foregoing provisions of this Section 10.01 shall not (1) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (2) constitute a waiver, release or discharge of any Secured Obligation until such Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this section shall not limit the right of any person to name the Company as a party defendant in any Proceeding or in the exercise of any other remedy under this Agreement or any other Loan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity. The Administrative Agent and the Financing Providers, in extending credit to the Company, have relied on the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation existence of the Company as an entity separate and distinct from any other entity (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by including any incorporatorshareholder, stockholdermanager, officer, director, member, manager, employee or agent member of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of and are not treating the Company or and any other Person, including, without limitation, Parent, as one and the Portfolio Manager contained in this Agreementsame entity, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreementsingle economic unit.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lendersa) The Transferor hereby agrees that it will not to commenceinstitute against, or join any other Person in instituting against, the commencement of, Transferee any proceedings in any jurisdiction for the bankruptcy, winding-up reorganization, receivership, arrangement, insolvency, moratorium or liquidation of the Company proceeding or any other proceeding under federal or state bankruptcy, insolvency or similar proceedingslaws (an “Insolvency Proceeding”) so long as there shall not have elapsed one (1) year, in each case prior to the date that is one year and one day (or if longer, any the applicable preference period plus then in effect, and one day(1) after day from the payment in full of date on which all amounts owing owed by the Transferor pursuant to the parties heretothis Agreement have been paid in full. The foregoing restrictions are Transferee shall file a material inducement for timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Insolvency Proceeding commenced by any Person in violation of this Section 9.11. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the parties hereto Administrative Agent and the Lenders having creditor derivative standing in any Insolvency Proceeding to enter into enforce each and every covenant contained in this Agreement and are an essential term Section 9.11, as third party beneficiaries of this Agreement. .
(b) The Administrative Agent or the Company may seek Transferor hereby acknowledges and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided agrees that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant covenant, or agreement of the Company or the Portfolio Manager Transferee contained in this Agreement shall the Transaction Documents may be had sought by it against any incorporator, stockholder, partner, officer, director, employee, member, managerpartner, employee general partner or agent manager of the CompanyTransferee, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; , it being expressly agreed and understood that this Agreement is solely a the Transaction Documents are corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager Transferee only. The Transferor hereby acknowledges and agrees that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee, member, managerpartner, employee general partner or agent manager of the CompanyTransferee, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them them, under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Transferee contained in this Agreementany Transaction Document, or implied therefrom, and that any and all personal liability of every such officer, director, employee, member, partner, general partner or manager for breaches by the Company or the Portfolio Manager Transferee of any of such obligations, covenants or agreements, either at common law or at equity, by statute or by statute, rule or regulationconstitution, of every such incorporator, stockholder, officer, director, employee, member, managerpartner, employee general partner or agent manager is hereby deemed expressly waived as a condition of and in consideration for by the execution parties hereto. The provisions of this AgreementSection 9.11(b) shall survive the expiration or termination of this Agreement and all other Transaction Documents.
Appears in 1 contract
Samples: Contribution Agreement (Onex Direct Lending BDC Fund)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.express
Appears in 1 contract
Samples: Loan and Security Agreement (Portman Ridge Finance Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) The Seller hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company Purchaser or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for Secured Parties under the parties hereto to enter into this Agreement and are an essential term of this Loan Agreement. The Administrative Agent or the Company Purchaser may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company Purchaser shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 8.9 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company Purchaser by any Person other than a party hereto. Notwithstanding any other provision provisions of this Agreement, no recourse under any obligation, covenant or agreement the obligations of the Company or Purchaser hereunder shall be payable solely from its assets, subject to any applicable priority of payments specified in the Portfolio Manager contained in this Agreement Loan Agreement, and following realization of such assets, any claims against the Purchaser hereunder shall be extinguished. No recourse shall be had for any amounts payable or any other obligations arising under the Agreement against any incorporatorofficer, stockholder, partner, officermember, director, memberemployee, manager, employee partner or agent security holder of the Company, Purchaser or the Portfolio Manager Seller or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of successors or assigns and no recourse shall be had for any assessment or by obligations against any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation Affiliate of the Company and Purchaser or the Seller (with respect to other than the express direct obligations of the Portfolio Manager Purchaser or Seller hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement).
Appears in 1 contract
Samples: Sale and Contribution Agreement (Crescent Private Credit Income Corp)
Non-Petition; Limited Recourse. Each of the (a) The Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commencecause the filing of a petition in bankruptcy or to institute any reorganization, arrangement, insolvency, moratorium or join in liquidation proceedings against the commencement of, any proceedings in any jurisdiction Borrower for the bankruptcy, winding-up or liquidation nonpayment of the Company fees or any similar proceedings, in each case prior other amounts payable by the Borrower to the date that is one year and one day (or if longer, any applicable preference period plus one day) after Collateral Manager under this Agreement until the payment in full of all amounts owing to Loans issued under the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Loan Agreement and are an essential term the expiration of this Agreement. The Administrative Agent or a period equal to one year and a day, or, if longer, the Company may seek applicable preference period and obtain specific performance of one day, following such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds thereforpayment. Nothing in this Section 10.01 16 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager from taking any action with respect prior to any proceeding the expiration of the type described aforementioned period in this Section that was instituted (A) any case or proceeding voluntarily filed or commenced by the Company Borrower or against the Company (B) any involuntary insolvency proceeding filed or commenced by any a Person other than a party hereto. the Collateral Manager.
(b) Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement all of the Company or obligations of the Portfolio Manager contained in Borrower under this Agreement Agreement, the Loan Agreement, and the Support Documents are limited recourse obligations payable solely from Collateral granted to the Security Agent pursuant to the Security Agreement. No recourse shall be had for the payment of any amount owing in respect of this Agreement against any incorporator, stockholder, partner, other asset of the Borrower or against any officer, director, employee, partner, member, manager, employee shareholder or agent incorporator of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express Borrower. The obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent Borrower under this Agreement are limited recourse obligations of the CompanyBorrower payable solely from amounts credited to the Collection Account pursuant to Section 3.7(i) of the Loan Agreement, and following the Portfolio Manager or any reduction thereof to zero and realization of their respective Affiliates (solely by virtue all other Collateral and application of such capacity) or any of them under or by reason of any of proceeds in accordance with the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Loan Agreement, or implied therefrom, and that any all obligations and all personal liability for breaches by claims against the Company Borrower hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. This Section 16(b) shall survive the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 1 contract
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longerlater, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or of any other Loan Document, no the Secured Obligations are limited recourse under any obligation, covenant or agreement obligations of the Company or Company, payable solely from the Portfolio Manager contained Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other Loan Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against any incorporatorAffiliate, stockholdershareholder, partnermanager, officer, director, member, manager, employee or agent member of the Company (solely in their capacities as such) or successors or assigns for any amounts payable in respect of the Secured Obligations or this Agreement. It is understood that the foregoing provisions of this Section 10.01 shall not (1) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (2) constitute a waiver, release or discharge of any Secured Obligation until such Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this section shall not limit the right of any person to name the Company as a party defendant in any Proceeding or in the exercise of any other remedy under this Agreement or any other Loan Document, so #90948295v3 long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity. The Administrative Agent and the Financing Providers, in extending credit to the Company, have relied on the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation existence of the Company as an entity separate and distinct from any other entity (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by including any incorporatorshareholder, stockholdermanager, officer, director, member, manager, employee or agent member of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of and are not treating the Company or and any other Person, including, without limitation, Parent, as one and the Portfolio Manager contained in this Agreementsame entity, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreementsingle economic unit.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund)
Non-Petition; Limited Recourse. Each (a) Notwithstanding any other provision of the Collateral Agent, the Intermediarythis Agreement, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commencecause the filing of a petition in bankruptcy or to institute any reorganization, arrangement, insolvency, moratorium or join in liquidation proceedings against the commencement of, any proceedings in any jurisdiction Issuer for the bankruptcy, winding-up or liquidation nonpayment of the Company fees or any similar proceedings, in each case prior other amounts payable by the Issuer to the date that is one year and one day (or if longer, any applicable preference period plus one day) after Collateral Manager under this Agreement until the payment in full of all amounts owing Notes issued under the Indenture (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) and the expiration of a period equal to one year and a day or, if longer, the applicable preference period then in effect and one day, following such payment in full. Nothing in this Section 16(a) shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the parties heretoexpiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Collateral Manager. The foregoing restrictions are a material inducement for This Section 16(a) shall survive the parties hereto to enter into this Agreement and are an essential term termination of this Agreement. .
(b) The Administrative Agent or Collateral Manager agrees that the Company may seek and obtain specific performance payment of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object all amounts to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against which it and take all necessary or advisable steps is entitled pursuant to cause the dismissal of any such proceeding; provided that such obligation this Agreement shall be subject to the availability provisions of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding Sections 10.3(c) and 11.1 of the type described in this Section that was instituted Indenture, and the Collateral Manager agrees to be bound by the Company or against provisions of Sections 10.3(c) and 11.1 of the Company by any Person other than Indenture as if it were a party heretothereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement all of the Company or payment obligations of the Portfolio Manager contained in Issuer under this Agreement shall be had are limited recourse obligations of the Issuer payable solely as Collateral Manager Advances or Collateral Manager Expenses, as the case may be, pursuant to Sections 10.3(c) and 11.1 of the Indenture. The Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) and 11.1 of the Indenture, it will not have any recourse against any incorporatorother asset of the Issuer or against any Officer, stockholderdirector, employee, partner, officer, director, member, manager, employee shareholder or agent incorporator of the CompanyIssuer or its Affiliates, successors or assigns for the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement payment of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and amounts payable under this Agreement. It is understood that this Agreement Section 16(b) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is solely a corporate obligation part of the Company Collateral; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture until such Collateral has been realized and the proceeds thereof applied in accordance with the provisions of the Indenture, whereupon all obligations of and all claims against the Issuer hereunder or arising in connection therewith shall be extinguished and shall not thereafter revive. It is further understood that this Section 16(b) shall not limit the right of any Person to name the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (with respect if obtained) enforced against any such Person. The Collateral Manager consents to the express obligations assignment of this Agreement as provided in the Grant of the Portfolio Manager hereunderIndenture. This Section 16(b) shall survive the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 1 contract
Samples: Collateral Management Agreement (CION Investment Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager Servicer hereunder) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (SCP Private Credit Income BDC LLC)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required LendersAgent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-upwindingup, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Loan Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section Section
10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Non-Petition; Limited Recourse. Each of The Collateral Manager shall continue to serve as Collateral Manager under this Agreement notwithstanding that the Collateral AgentManager shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. The Collateral Manager hereby agrees that it shall not institute against, or join, cooperate with or encourage any other Person in instituting against, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, Borrower for any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief)reason whatsoever, including, without limitation, in the non-payment to the Collateral Manager of any amounts due to it hereunder, any bankruptcy, winding-upreorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state bankruptcy or similar proceedings. The Company shall promptly object to laws until at least one year and one day or, if longer, the institution of any bankruptcyapplicable preference period then in effect plus one day, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause after the dismissal of any such proceedingPayment in Full Date; provided that such obligation shall be subject to the availability of funds therefor. Nothing nothing in this Section 10.01 17 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Collateral Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Collateral Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the company obligations of the Borrower, and that the Collateral Manager will not have any recourse to any of the officers, directors, employees, personnel, shareholders, Affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any proceeding of the type described claims, losses, damages, liabilities, indemnities or other obligations in this Section that was instituted by the Company or against the Company by connection with any Person other than a party heretotransactions contemplated hereby. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Borrower hereunder will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporatorCollateral as applied in accordance with the Priority of Payments and, stockholder, officer, director, member, manager, employee or agent on the exhaustion thereof in accordance with the terms of the CompanyCredit Agreement, all obligations of and all claims against the Portfolio Manager Borrower arising from this Agreement or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, transactions contemplated hereby shall be extinguished and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution shall not thereafter revive. The provisions of this AgreementSection 17 shall survive the termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Collateral Management Agreement (WhiteHorse Finance, LLC)
Non-Petition; Limited Recourse. Each None of the Collateral Preferred Share Paying Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company Preferred Share Registrar or any similar proceedingsHolder may, in each case prior to the date that which is one year and one day (or if longer, any longer the applicable preference period then in effect) plus one day) day after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for Notes, institute against, or join any other Person in instituting against, the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent Issuer, the Co-Issuer or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any Permitted Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceedings, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar proceedings. The Company shall promptly object to the institution laws of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party heretojurisdiction. Notwithstanding any other provision provisions of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Issuer hereunder arising from time to time and at any time will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent cash proceeds of the CompanyCollateral at such time as applied in accordance with the Priority of Payments and, on the exhaustion thereof, all obligations of, and any remaining claims against, the Portfolio Manager Issuer arising from this Agreement or any transactions contemplated hereby shall be extinguished and shall not thereafter revive. The obligations of their respective Affiliates (the Issuer hereunder are solely by virtue corporate obligations of such capacity) or any of them under or by reason of the Issuer and no action shall be taken against any of the obligationsdirectors, covenants officers, employees, shareholders, affiliates or agreements incorporators of the Company Issuer in connection with such obligations. Each Holder of an interest in any Preferred Share, by the acceptance of its interest, shall be deemed to have irrevocably (i) agreed that the Collateral Manager (or its successor or assignee) shall have no liability for any action taken or omitted by it or its agents in the performance of its obligations to determine whether a Benchmark Transaction Event has occurred, or the Portfolio Manager contained in this Agreementresponsibility to propose a Benchmark Replacement, a Benchmark Replacement Date, a Benchmark Replacement Adjustment or implied therefroma Benchmark Replacement Conforming Change, as applicable, and that (ii) released the Collateral Manager (or its successor or assignee) from any and all personal liability for breaches by the Company claim or the Portfolio Manager of any action whatsoever relating to its performance of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution . The provisions of this AgreementSection 7.5 shall survive termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Preferred Share Paying Agency Agreement (TPG RE Finance Trust, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties heretoSecured Obligations (other than unmatured contingent indemnification and reimbursement obligations). The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), - 202 - including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Credit Document,
(a) the Secured Obligations are limited recourse obligations of the Company, payable solely from the Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other Credit Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive and (b) no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Credit Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Credit Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Non-Petition; Limited Recourse. Each (a) Notwithstanding any other provision of the Collateral Agentthis Agreement, the IntermediaryTransferor agrees that it may not, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that which is one year and one day (or if longer, any applicable preference period plus one dayperiod) after the payment in full of all amounts owing to Notes and any other debt obligations of the parties hereto. The foregoing restrictions are a material inducement for Transferee that have been rated upon issuance by any rating agency at the parties hereto to enter into this Agreement and are an essential term request of this Agreement. The Administrative Agent the Transferee, institute against, or join any other Person in instituting against, the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in Transferee any bankruptcy, winding-upreorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds thereforlaws. Nothing in this Section 10.01 3.06(a) shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Transferor:
(i) from taking any action with respect prior to any proceeding the expiration of the type described aforementioned period in this Section that was instituted (A) any case or Proceeding voluntarily filed or commenced by the Company Transferee or against the Company (B) any involuntary insolvency Proceeding filed or commenced by any a Person other than the Transferee; or
(ii) from commencing against the Transferee or any of their respective properties any legal action which is not a party hereto. bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.
(b) [RESERVED]
(c) Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement :
(i) The obligations of the Company or the Portfolio Manager contained in Transferee under this Agreement are limited recourse obligations of such party payable solely from the Transferee’s assets (excluding its ordinary share capital, any transaction fees paid to it and any income earned on such excluded amounts), and, following realization of such assets and application of the proceeds thereof (including in accordance with the Notes Transaction and the Indenture), all obligations of and any claims against such party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive.
(ii) No recourse shall be had against any incorporator, stockholder, partner, officer, director, memberemployee, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, directorshareholder, member, manager, employee authorized person or agent incorporator of the Company, the Portfolio Manager Transferee or any of its manager or their respective Affiliates affiliates, successors or assigns for any amounts payable under this Agreement.
(solely by virtue iii) The foregoing provisions of this Section 3.06(c) shall not:
(A) prevent recourse to the Transferee’s assets for the sums due or to become due under any security, instrument or agreement that is part of such capacityassets;
(B) constitute a waiver, release or any of them under or by reason discharge of any indebtedness or obligation evidenced by this Agreement until all such assets have been realized;
(C) limit the right of the obligations, covenants Transferor to name the other party as a party defendant in any Proceeding or agreements in the exercise of the Company or the Portfolio Manager contained in any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or implied therefrom, and that any and all seeking personal liability shall be asked for breaches by or (if obtained) enforced against any Person referred to in Section 3.06(c)(ii).
(d) This Section 3.06 shall survive the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this AgreementAgreement and the Notes Transaction.
Appears in 1 contract
Samples: Master Participation and Assignment Agreement (CM Finance Inc)
Non-Petition; Limited Recourse. Each of The Collateral Manager shall continue to serve as Collateral Manager under this Agreement notwithstanding that the Collateral AgentManager shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. The Collateral Manager hereby agrees that it shall not institute against, or join, cooperate with or encourage any other Person in instituting against, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, Borrower for any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief)reason whatsoever, including, without limitation, in the non-payment to the Collateral Manager of any amounts due to it hereunder, any bankruptcy, winding-upreorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state bankruptcy or similar proceedings. The Company shall promptly object to laws until at least one year and one day or, if longer, the institution of any bankruptcyapplicable preference period then in effect plus one day, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause after the dismissal of any such proceedingPayment in Full; provided that such obligation shall be subject to the availability of funds therefor. Nothing nothing in this Section 10.01 17 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Collateral Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Collateral Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the company obligations of the Borrower, and that the Collateral Manager will not have any recourse to any of the officers, directors, employees, shareholders, Affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any proceeding of the type described claims, losses, damages, liabilities, indemnities or other obligations in this Section that was instituted by the Company or against the Company by connection with any Person other than a party heretoTransactions contemplated hereby. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under by the Collateral Manager in respect of any obligation, covenant or agreement obligations of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporatorBorrower hereunder (including, stockholder, partner, officer, director, member, manager, employee or agent of the Companywithout limitation, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect Borrower to indemnify the Indemnified Parties under Section 10(b)) will be limited to the express Collateral as applied in accordance with the Priority of Payments and, on the exhaustion thereof in accordance with the terms of the Credit Agreement, all obligations of and all claims against the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Borrower arising from this Agreement or any of their respective Affiliates (solely by virtue of such capacity) Loan Document or any of them under transactions contemplated hereby or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, thereby shall be extinguished and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution shall not thereafter revive. The provisions of this AgreementSection 17 shall survive the termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Collateral Management Agreement (Fifth Street Senior Floating Rate Corp.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required LendersAgent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Credit Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderunder the Credit Documents) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this AgreementAgreement or any other Credit Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (FS Global Credit Opportunities Fund)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, trustee, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, partner, officer, director, trustee, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, partner, officer, director, trustee, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Manulife Private Credit Fund)
Non-Petition; Limited Recourse. Each None of the Collateral Preferred Share Paying Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company Preferred Share Registrar or any similar proceedingsHolder may, in each case prior to the date that which is one year and one day (or if longer, any longer the applicable preference period then in effect) plus one day) day after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for Notes, institute against, or join any other Person in instituting against, the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent Issuer, the Co-Issuer or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any Permitted Subsidiary any bankruptcy, winding-upreorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar proceedings. The Company shall promptly object to the institution laws of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party heretojurisdiction. Notwithstanding any other provision provisions of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Issuer hereunder arising from time to time and at any time will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent cash proceeds of the CompanyCollateral at such time as applied in accordance with the Priority of Payments and, on the exhaustion thereof, all obligations of, and any remaining claims against, the Portfolio Manager Issuer arising from this Agreement or any transactions contemplated hereby shall be extinguished and shall not thereafter revive. The obligations of their respective Affiliates (the Issuer hereunder are solely by virtue corporate obligations of such capacity) or any of them under or by reason of the Issuer and no action shall be taken against any of the obligationsdirectors, covenants officers, employees, shareholders, affiliates or agreements incorporation of the Company or Issuer in connection with such obligations. Each Holder of an interest in any Preferred Share, by the Portfolio Manager contained in this Agreementacceptance of its interest, or implied therefrom, and shall be deemed to have irrevocably (i) agreed that any and all personal the Designated Transaction Representative shall have no liability for breaches any action taken or omitted by it or its agents in the Company performance of its role as Designated Transaction Representative and (ii) released the Designated Transaction Representative from any claim or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived action whatsoever relating to its performance as a condition of and in consideration for the execution Designated Transaction Representative. The provisions of this AgreementSection 7.4 shall survive termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Preferred Share Paying Agency Agreement (TPG RE Finance Trust, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties heretoSecured Obligations (other than unmatured contingent indemnification and reimbursement obligations). The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Credit Document, (a) the Secured Obligations are limited recourse obligations of the Company, payable solely from the Collateral as applied in accordance with this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising under this Agreement or any other - 105 - Credit Document or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive and (b) no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Credit Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this AgreementAgreement or any other Credit Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Non-Petition; Limited Recourse. Each (a) Notwithstanding any other provision of the Collateral Agent, the Intermediarythis Agreement, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commencecause the filing of a petition in bankruptcy or to institute any reorganization, arrangement, insolvency, moratorium or join in liquidation proceedings against the commencement of, any proceedings in any jurisdiction Issuer for the bankruptcy, winding-up or liquidation nonpayment of the Company fees or any similar proceedings, in each case prior other amounts payable by the Issuer to the date that is one year and one day (or if longer, any applicable preference period plus one day) after Collateral Manager under this Agreement until the payment in full of all amounts owing Notes issued under the Indenture (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) and the expiration of a period equal to one year and a day or, if longer, the applicable preference period then in effect and one day, following such payment in full. Nothing in this Section 16(a) shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the parties heretoexpiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Collateral Manager. The foregoing restrictions are a material inducement for This Section 16(a) shall survive the parties hereto to enter into this Agreement and are an essential term termination of this Agreement. .
(b) The Administrative Agent or Collateral Manager agrees that the Company may seek and obtain specific performance payment of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object all amounts to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against which it and take all necessary or advisable steps is entitled pursuant to cause the dismissal of any such proceeding; provided that such obligation this Agreement shall be subject to the availability provisions of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding Sections 10.3(c) and 11.1 of the type described in this Section that was instituted Indenture, and the Collateral Manager agrees to be bound by the Company or against provisions of Sections 10.3(c) and 11.1 of the Company by any Person other than Indenture as if it were a party heretothereto. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement all of the Company or payment obligations of the Portfolio Manager contained in Issuer under this Agreement shall be had are limited recourse obligations of the Issuer payable solely as Administrative Expenses from amounts credited to the Expense Account pursuant to Section 10.3(c) and 11.1 of the Indenture. The Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) and 11.1 of the Indenture, it will not have any recourse against any incorporatorother asset of the Issuer or against any Officer, stockholderdirector, employee, partner, officer, director, member, manager, employee shareholder or agent incorporator of the CompanyIssuer or its Affiliates, successors or assigns for the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement payment of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and amounts payable under this Agreement. It is understood that this Agreement Section 16(b) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is solely a corporate obligation part of the Company Collateral; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture until such Collateral has been realized and the proceeds thereof applied in accordance with the provisions of the Indenture, whereupon all obligations of and all claims against the Issuer hereunder or arising in connection therewith shall be extinguished and shall not thereafter revive. It is further understood that this Section 16(b) shall not limit the right of any Person to name the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (with respect if obtained) enforced against any such Person. The Collateral Manager consents to the express obligations assignment of this Agreement as provided in the Grant of the Portfolio Manager hereunderIndenture. This Section 16(b) shall survive the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 1 contract
Samples: Collateral Management Agreement (Business Development Corp of America)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required LendersAgent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderServicer under the Loan Documents) the Portfolio Manager Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager Servicer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.in
Appears in 1 contract
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, The Portfolio Manager shall continue to serve as Portfolio Manager under this Agreement notwithstanding that the Portfolio Manager and shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) Loan Agreement. The Portfolio Manager hereby agrees that it shall not to commenceinstitute against, or join join, cooperate with or encourage any other Person in instituting against, the commencement ofBorrower for any reason whatsoever, including, without limitation, the non-payment to the Portfolio Manager of any amounts due to it hereunder, any proceedings in any jurisdiction for the bankruptcy, winding-up reorganization, receivership, arrangement, insolvency, moratorium or liquidation of the Company proceedings or any other proceedings under United States federal or state bankruptcy or similar proceedings, in each case prior to the date that is laws until at least one year and one day (or or, if longer, any the applicable preference period then in effect plus one day) , after the payment in full of the Advances and the termination of all amounts owing to commitments under the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Loan Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing nothing in this Section 10.01 17 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Portfolio Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Portfolio Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Portfolio Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the company obligations of the Borrower, and that the Portfolio Manager will not have any recourse to any of the officers, directors, employees, shareholders, Affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any proceeding of the type described claims, losses, damages, liabilities, indemnities or other obligations in this Section that was instituted by the Company or against the Company by connection with any Person other than a party heretoTransactions contemplated hereby. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Borrower hereunder will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporatorCollateral as applied in accordance with the Loan Agreement and, stockholder, officer, director, member, manager, employee or agent on the exhaustion thereof in accordance with the terms of the CompanyLoan Agreement, all obligations of and all claims against the Portfolio Manager Borrower arising from this Agreement or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, Transactions contemplated hereby shall be extinguished and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution shall not thereafter revive. The provisions of this AgreementSection 17 shall survive the termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Portfolio Management Agreement (Sierra Income Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this AgreementAgreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunderunder the Loan Documents) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this AgreementAgreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limiting the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances against the Portfolio Manager, the Parent or any Affiliate, shareholder, manager, officer, director, employee or member of the Portfolio Manager, the Parent or their respective successors or assigns or, except as specifically set forth in this this Agreement and in the other Loan Documents, for any other amounts payable in respect of the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Portman Ridge Finance Corp)
Non-Petition; Limited Recourse. Each of the Collateral Agent, the Intermediary, the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lendersa) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto. Notwithstanding any other provision of this Agreement, no recourse the Transferor hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Transferee any bankruptcy, reorganization, receivership, arrangement, insolvency, winding-up, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all Debt; provided that nothing in this Section 3.07(a) shall preclude, or be deemed to prevent, the Transferor (i) from taking any obligation, covenant or agreement action prior to the expiration of the Company aforementioned one year and one day period, or, if longer, the applicable preference period then in effect plus one day, in (A) any case or proceeding voluntarily filed or commenced by the Transferee or (B) any involuntary insolvency proceeding filed or commenced against the Transferee by a Person other than the Transferor, or (ii) from commencing against the Transferee or any properties of the Transferee any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under U.S. federal or state bankruptcy or similar laws.
(a) Notwithstanding any other provision of this Agreement:
(i) The obligations of the Transferor and the Transferee under this Agreement are at all times limited recourse obligations of the Transferor and the Transferee, respectively, payable solely from the Transferor’s or the Portfolio Manager contained Transferee’s assets (as applicable), and, following realization of such assets and application of the proceeds thereof, all obligations of and any claims against the Transferor or the Transferee, as applicable, hereunder or in this Agreement connection herewith after such realization shall be extinguished and shall not thereafter revive.
(ii) No recourse shall be had against any incorporator, stockholder, partner, officer, director, employee, shareholder, member, manager, employee beneficial owner, trustee, authorized person or agent incorporator of the Company, Transferor or the Portfolio Manager Transferee or any of their respective Affiliates managers or their respective affiliates, successors or assigns for any amounts payable under this Agreement.
(solely by virtue iii) The foregoing provisions of this Section 3.07(b) shall not:
(a) prevent recourse to the other party’s assets for the sums due or to become due under any security, instrument or agreement that is part of such capacityassets;
(b) by the enforcement constitute a waiver, release or discharge of any assessment indebtedness or obligation evidenced by this Agreement until all such assets have been realized; or
(c) limit the right of either party to name the other party as a party defendant in any legal Proceeding or equitable proceeding, by virtue in the exercise of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them other remedy under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, so long as no judgment in the nature of a deficiency judgment or implied therefrom, and that any and all seeking personal liability shall be asked for breaches by or (if obtained) enforced against any Person referred to in Section 3.07(b)(ii).
(b) This Section 3.07 shall survive the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution termination of this Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Carlyle Credit Solutions, Inc.)
Non-Petition; Limited Recourse. Each of The Collateral Manager shall continue to serve as Collateral Manager under this Agreement notwithstanding that the Collateral AgentManager shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. The Collateral Manager hereby agrees that it shall not institute against, or join, cooperate with or encourage any other Person in instituting against, the IntermediaryBorrower for any reason whatsoever, including, without limitation, the non-payment to the Collateral Administrator, the Portfolio Manager and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not any amounts due to commence, or join in the commencement ofit hereunder, any proceedings in any jurisdiction for the bankruptcy, winding-up reorganization, receivership, arrangement, insolvency, moratorium or liquidation of the Company proceedings or any other proceedings under United States federal or state bankruptcy or similar proceedings, in each case prior to the date that is laws until at least one year and one day (or or, if longer, any the applicable preference period then in effect plus one day) , after the payment in full of the Senior Loans, the termination of all Commitments under the Credit Agreement and the payment of all amounts owing to the parties hereto. The foregoing restrictions are in respect of securities issued in connection with a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief)collateralized loan obligation, including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceedingif any; provided that such obligation shall be subject to the availability of funds therefor. Nothing nothing in this Section 10.01 17 shall limit preclude, or be deemed to stop, the right of any party hereto to file any claim or otherwise take Collateral Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Collateral Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Collateral Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the limited liability company obligations of the Borrower, and that the Collateral Manager will not have any recourse to any of the officers, directors, employees, personnel, shareholders, affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any proceeding of the type described claims, losses, damages, liabilities, indemnities or other obligations in this Section that was instituted by the Company or against the Company by connection with any Person other than a party heretotransactions contemplated hereby. Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement other Loan Document, recourse in respect of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) Borrower hereunder will be limited to the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporatorCollateral as applied in accordance with the Priority of Payments and, stockholder, officer, director, member, manager, employee or agent on the exhaustion thereof in accordance with the terms of the CompanyCredit Agreement, all obligations of and all claims against the Portfolio Manager Borrower arising from this Agreement or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, transactions contemplated hereby shall be extinguished and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution shall not thereafter revive. The provisions of this AgreementSection 17 shall survive the termination of this Agreement for any reason whatsoever.
Appears in 1 contract
Samples: Collateral Management Agreement (AB Private Credit Investors Corp)
