Common use of Non-Recourse Provision Clause in Contracts

Non-Recourse Provision. Notwithstanding anything herein to the contrary, but subject to the balance of this Section 9.04, Manager’s obligations pursuant to this Agreement and the Pooling Agreement are in all instances non-recourse to Manager, and in the event of any claim, suit or cause of action by Tenant against Manager pursuant to or in connection with this Agreement or the Pooling Agreement or the transactions contemplated by either of them, Tenant’s sole recourse against Manager shall be with respect to amounts held by Marriott or Manager for the account of Tenant pursuant to this Agreement or the Pooling Agreement, and to amounts available pursuant to the Marriott Guaranty Agreement and to amounts available pursuant to the Security Deposit Agreement, and Manager shall have no other liability beyond the extent thereof with respect to any such claim, suit or cause of action. Notwithstanding the foregoing, this Section 9.04 shall not be applicable with respect to (a) fraud committed by Manager, (b) misapplication or misappropriation of funds committed by Manager, (c) the willful misconduct of Manager, (d) the gross negligence of Manager, or (e) losses against which Manager has elected to self-insure pursuant to Section 6.01 and Exhibit D hereof. This Section 9.04 shall not be construed to limit any right of set-off to which Tenant may be entitled with respect to any amount to which Manager or any Affiliate may be entitled pursuant to this Agreement, any Other Management Agreement or the Pooling Agreement, and Tenant shall be entitled to set-off against amounts owed by Tenant to Manager hereunder amounts owed to Tenant under this Agreement or any Incidental Document, but excluding in any event System Fees due to Manager hereunder or under any Other Management Agreement and any fees due to Marriott pursuant to any Franchise Agreement.

Non-Recourse Provision. Notwithstanding anything herein to the contrary, but subject to the balance of this Section 9.04, Manager’s obligations pursuant to this Agreement and the Pooling Agreement are in all instances non-recourse to Manager, and in the event of any claim, suit or cause of action by Tenant against Manager pursuant to or in connection with this Agreement or the Pooling Agreement or the transactions contemplated by either of them, Tenant’s sole recourse against Manager shall be with respect to amounts held by Marriott or Manager for the account of Tenant pursuant to this Agreement or the Pooling Agreement, and to amounts available pursuant to the Marriott Guaranty Agreement and to amounts available pursuant to the Security Deposit Agreement, and Manager shall have no other liability beyond the extent thereof with respect to any such claim, suit or cause of action. Notwithstanding the foregoing, this Section 9.04 shall not be applicable with respect to (a) fraud committed by Manager, (b) misapplication or misappropriation of funds committed by Manager, (c) the willful misconduct of Manager, (d) the gross negligence of Manager, or (e) losses against which Manager has elected to self-insure pursuant to Section 6.01 and Exhibit D E hereof. This Section 9.04 shall not be construed to limit any right of set-off to which Tenant may be entitled with respect to any amount to which Manager or any Affiliate may be entitled pursuant to this Agreement, any Other Management Agreement or the Pooling Agreement, and Tenant shall be entitled to set-off against amounts owed by Tenant to Manager hereunder amounts owed to Tenant under this Agreement or any Incidental Document, but excluding in any event System Fees due to Manager hereunder or under any Other Management Agreement and any fees due to Marriott pursuant to any Franchise Agreement.

Non-Recourse Provision. Notwithstanding anything (A) The obligations and agreements of the Issuer contained herein to the contrary, but subject to the balance of this Section 9.04, Manager’s obligations pursuant to this Agreement and the Pooling Agreement are in all instances non-recourse to Manager, and in the event other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the Issuer and not of any claimmember, suit officer, agent (other than the Company) or cause employee of action by Tenant against Manager pursuant the Issuer in his individual capacity, and the members, officers, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or be subject to any personal liability or accountability based upon or in connection with this Agreement respect hereof or thereof or on any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer contained herein shall not constitute or give rise to any obligations of Saratoga County, New York or the Pooling Agreement or State, and neither Saratoga County, New York nor the transactions contemplated by either of them, Tenant’s sole recourse against Manager State shall be liable thereon, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited, special obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility and the other security pledged for payment of the Bonds (except for revenues derived by the Issuer with respect to amounts held by Marriott the Unassigned Rights). (C) No order or Manager for the account decree of Tenant pursuant to this Agreement or the Pooling Agreement, and to amounts available pursuant to the Marriott Guaranty Agreement and to amounts available pursuant to the Security Deposit Agreement, and Manager shall have no other liability beyond the extent thereof specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 10.02 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless the party seeking such claimorder or decree shall first have complied with Section 9.03 hereof. (D) The Issuer shall be entitled to the advice of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance upon such advice. The Issuer may rely conclusively on any notice, suit certificate or cause of actionother document furnished to it under any Financing Document and reasonably believed by it to be genuine. Notwithstanding the foregoing, this Section 9.04 The Issuer shall not be applicable with respect liable for any action taken by it in good faith and reasonably believed by it to (a) fraud committed by Manager, (b) misapplication be within the discretion or misappropriation of funds committed by Manager, (c) the willful misconduct of Manager, (d) the gross negligence of Managerpower conferred upon it, or (e) losses against which Manager has elected in good faith omitted to self-insure be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to Section 6.01 any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and Exhibit D hereofshall not be responsible for the consequences of any error of judgment reasonably made by it. This Section 9.04 When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to limit act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for (i) the application or misapplication of funds or (ii) other acts or defaults, by any Person, except, in either case, by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee and the Bondholders any right of set-off to which Tenant may be entitled with respect to any amount to which Manager notice, hearing or any Affiliate may be entitled pursuant to this Agreement, any Other Management Agreement or participation in the Pooling AgreementIssuer's consideration, and Tenant nothing in this Section 16.01 shall be entitled construed as conferring on any of them any right additional to set-off against amounts owed by Tenant to Manager hereunder amounts owed to Tenant under this Agreement or any Incidental Document, but excluding those conferred elsewhere herein and provided further that nothing in any event System Fees due to Manager hereunder or under any Other Management Agreement and any fees due to Marriott pursuant to any Franchise Agreement.this

Non-Recourse Provision. Notwithstanding anything herein in this Agreement to the contrary, but subject to the balance of this Section 9.049.04 and further subject to Manager's obligations in Section 5.09 hereof, Manager’s 's obligations pursuant to this Agreement and the Pooling Agreement are in all instances non-recourse to Manager, and in the event of any claim, suit or cause of action by Tenant against Manager pursuant to or in connection with this Agreement or the Pooling Agreement or the transactions contemplated by either of them, Tenant’s 's sole recourse against Manager shall be with respect to amounts held by Marriott or Manager for the account of Tenant pursuant to this Agreement or the Pooling Agreement, and to amounts available pursuant to the Marriott Guaranty Agreement and to amounts available pursuant to the Security Deposit Holdback Agreement, and Manager shall have no other liability beyond the extent thereof with respect to any such claim, suit or cause of action. Notwithstanding the foregoing, this Section 9.04 shall not be applicable with respect to (a) fraud committed by Manager, (b) misapplication or misappropriation of funds committed by Manager, (c) the willful misconduct of Manager, (d) the gross negligence of Manager, or (e) losses against which Manager has elected to self-self insure pursuant to Section 6.01 and Exhibit D hereof. This Section 9.04 shall not be construed to limit any right of set-off to which Tenant may be entitled with respect to any amount to which Manager or any Affiliate may be entitled pursuant to this Agreement, any Other Management Agreement or the Pooling Agreement, and Tenant shall be entitled to set-off against amounts owed by Tenant to Manager hereunder amounts owed to Tenant under this Agreement or any Incidental Document, but excluding in any event System Systems Fees due to Manager hereunder or under any Other Management Agreement and any fees due to Marriott pursuant to any Franchise Agreement.