Common use of Trust Exculpation Clause in Contracts

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's Guarantors interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.177.18, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.. 100

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 34 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 34 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's =s interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.177.18, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-Short- term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.