Common use of Limitation on Personal Liability Clause in Contracts

Limitation on Personal Liability. (a) Except as otherwise provided in Section 9.11(b), neither the Sponsor nor its officers, directors, partners, members, managers or employees, shall have personal liability under this Agreement or any other Sponsor Document for the payment of the payment Obligations or for the performance of any other Obligations of the Sponsor under the Sponsor Documents, and ▇▇▇▇▇▇▇ Mac’s only recourse for the satisfaction or performance of the Obligations shall be ▇▇▇▇▇▇▇ Mac’s exercise of its rights and remedies with respect to the UCC Collateral and any other collateral held by ▇▇▇▇▇▇▇ Mac as security for the Obligations. The foregoing notwithstanding, the Sponsor acknowledges that this Section 9.11(a) shall not be construed as limiting the coverage of, or any of ▇▇▇▇▇▇▇ Mac’s rights under, the Guaranty. (b) The Sponsor shall be personally liable to ▇▇▇▇▇▇▇ Mac for its damages, losses or expenses, as applicable upon the occurrence of any of the following: (1) fraud or written material misrepresentation by the Sponsor, or any Sponsor Affiliate, or any officer, director, partner, member, manager or employee of the Sponsor, or any Sponsor Affiliate, in connection with the application for or creation of the Obligations or any request for any action or consent by ▇▇▇▇▇▇▇ Mac, (2) any costs and expenses incurred by ▇▇▇▇▇▇▇ Mac in connection with the collection of any amount for which the Sponsor is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s books and records to determine the amount for which the Sponsor has personal liability; and (3) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable to ▇▇▇▇▇▇▇ Mac for indemnification obligations under Section 3.12. (c) To the extent that the Sponsor has personal liability under this Section 9.11, ▇▇▇▇▇▇▇ Mac may exercise its rights against the Sponsor personally without regard to whether ▇▇▇▇▇▇▇ Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to ▇▇▇▇▇▇▇ Mac under this Agreement, any other Sponsor Document or applicable law.

Limitation on Personal Liability. (a) Except as otherwise provided in Section 9.11(b), neither the Sponsor nor its officers, directors, partners, members, managers or employees, shall have no personal liability under this Agreement or any other Sponsor Document for the payment of the payment Obligations obligations or for the performance of any other Obligations obligations of the Sponsor under the Sponsor Documents, and ▇▇▇▇▇▇▇ Freddie Mac’s only recourse for the satisfaction or performance of the Obligations shall be ▇▇▇▇▇▇▇ Freddie Mac’s exercise of its rights and remedies with respect to the UCC Collateral and any other collateral held by ▇▇▇▇▇▇▇ Freddie Mac as security for the Obligations. The foregoing notwithstanding, the Sponsor acknowledges that this Section 9.11(a) shall not be construed as limiting the coverage of, or any of ▇▇▇▇▇▇▇ Mac’s rights under, the Guaranty. (b) The Sponsor shall be personally liable to ▇▇▇▇▇▇▇ Freddie Mac for its damages, losses or expenses, as applicable upon the occurrence of resulting from any of the following: (1) fraud or written material misrepresentation by the Sponsor, Sponsor or any Sponsor Affiliate, Guarantor or any officer, director, partner, member, manager or employee of the Sponsor, or any Sponsor Affiliate, Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by ▇▇▇▇▇▇▇ Freddie Mac, (2) any costs and expenses incurred by ▇▇▇▇▇▇▇ Freddie Mac in connection with the collection of any amount for which the Sponsor is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliateor Guarantor’s books and records to determine the amount for which the Sponsor has personal liability; and (3) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill Sponsor’s failure to perform its obligations under Section 2.4(c) or 2.4(d). In addition, ; and (4) the breach of any corporate representation or warranty of the Sponsor shall be personally liable to ▇▇▇▇▇▇▇ Mac for indemnification obligations under set forth in Section 3.122.2. (c) To the extent that the Sponsor has personal liability under this Section 9.11, ▇▇▇▇▇▇▇ Freddie Mac may exercise its rights against the Sponsor personally without regard to whether ▇▇▇▇▇▇▇ Freddie Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to ▇▇▇▇▇▇▇ Freddie Mac under this Agreement, any other Sponsor Document or applicable law.

Limitation on Personal Liability. (a) Except as otherwise provided in Section 9.11(b), neither the Sponsor nor its officers, directors, partners, members, managers or employees, shall have personal liability under this Agreement or any other Sponsor Document for the payment of the payment Obligations or for the performance of any other Obligations of the Sponsor under the Sponsor Documents, and ▇F▇▇▇▇▇▇ Mac’s only recourse for the satisfaction or performance of the Obligations shall be ▇F▇▇▇▇▇▇ Mac’s exercise of its rights and remedies with respect to the UCC Collateral and any other collateral held by ▇F▇▇▇▇▇▇ Mac as security for the Obligations. The foregoing notwithstanding, the Sponsor acknowledges that this Section 9.11(a) shall not be construed as limiting the coverage of, or any of ▇F▇▇▇▇▇▇ Mac’s rights under, the Guaranty. (b) The Sponsor shall be personally liable to ▇F▇▇▇▇▇▇ Mac for its damages, losses or expenses, as applicable upon the occurrence of any of the following: (1) fraud or written material misrepresentation by the Sponsor, or any Sponsor Affiliate, or any officer, director, partner, member, manager or employee of the Sponsor, or any Sponsor Affiliate, in connection with the application for or creation of the Obligations or any request for any action or consent by ▇F▇▇▇▇▇▇ Mac, (2) any costs and expenses incurred by ▇F▇▇▇▇▇▇ Mac in connection with the collection of any amount for which the Sponsor is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s books and records to determine the amount for which the Sponsor has personal liability; and (3) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable to ▇F▇▇▇▇▇▇ Mac for indemnification obligations under Section 3.12. (c) To the extent that the Sponsor has personal liability under this Section 9.11, ▇F▇▇▇▇▇▇ Mac may exercise its rights against the Sponsor personally without regard to whether ▇F▇▇▇▇▇▇ Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to ▇F▇▇▇▇▇▇ Mac under this Agreement, any other Sponsor Document or applicable law.

Limitation on Personal Liability. (a) Except as otherwise provided in this Section 9.11(b)7.11, neither the Sponsor nor its officers, directors, partners, members, managers or employees, Owner shall have no personal liability under this Agreement or any other Sponsor Borrower Document for the payment of the payment Obligations obligations or for the performance of any other Obligations obligations of the Sponsor Owner under the Sponsor Borrower Documents, and ▇▇▇▇▇▇▇ Mac’s 's only recourse for the satisfaction or performance of the Obligations shall be ▇▇▇▇▇▇▇ Mac’s 's exercise of its rights and remedies with respect to the UCC Collateral Project and any other collateral held by ▇▇▇▇▇▇▇ Mac as security for the Obligations. The foregoing notwithstanding, This limitation on the Sponsor acknowledges that this Section 9.11(a) Owner's liability shall not be construed as limiting the coverage of, limit or any of impair ▇▇▇▇▇▇▇ Mac’s 's enforcement of its rights under, against any guarantor of the GuarantyObligations. (b) The Sponsor Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of a portion of the Obligations equal to 0 percent of the unpaid principal balance of this Reimbursement Agreement, plus any other amounts for which Owner has personal liability under this Section 7.11. (c) In addition to Owner's personal liability under Section 7.11(b), the Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of a further portion of the Obligations equal to any loss or damage suffered by ▇▇▇▇▇▇▇ Mac as a result of (1) failure of the Owner to pay to ▇▇▇▇▇▇▇ Mac upon demand after an Event of Default all rents to which ▇▇▇▇▇▇▇ Mac is entitled under Section 3(a) of the Reimbursement Mortgage and the amount of all security deposits collected by the Owner from tenants then in residence; (2) failure of the Owner to apply all insurance proceeds and condemnation proceeds as required by the Reimbursement Mortgage; (3) failure of the Owner to comply with Section 14(d) or (e) of the Reimbursement Mortgage relating to the delivery of books and records, statements, schedules and reports or (4) failure of the Owner to pay insurance premiums for fire, hazard or other insurance required by the Reimbursement Mortgage. (d) For purposes of determining the Owner's personal liability under Section 7.11(b) and Section 7.11(c), all payments made by the Owner or any guarantor with respect to the Obligations and all amounts received by ▇▇▇▇▇▇▇ Mac from the enforcement of its damages, losses or expenses, as applicable rights under the Reimbursement Mortgage shall be applied first to the portion of the Obligations for which the Owner has no personal liability. (e) The Owner shall become personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of all of the Obligations upon the occurrence of any of the following: following Events of Default: (1) the Owner's acquisition of any property or operation of any business not permitted by Section 33 of the Reimbursement Mortgage; (2) a Transfer (as defined in the Reimbursement Mortgage) (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Reimbursement Mortgage, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (3) fraud or intentional written material misrepresentation by the Sponsor, or any Sponsor Affiliate, Owner or any officer, director, partner, member, manager member or employee of the Sponsor, or any Sponsor Affiliate, Owner in connection with the application for or creation of the Obligations or any request for any action or consent by ▇▇▇▇▇▇▇ Mac. (f) In addition to any personal liability for the Obligations, the Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for (1) the performance of all of the Owner's obligations under Section 18 of the Reimbursement Mortgage (relating to environmental matters); (2) the costs of any audit under Section 14(d) of the Reimbursement Mortgage; (3) any costs and expenses incurred by ▇▇▇▇▇▇▇ Mac in connection with the collection of any amount for which the Sponsor Owner is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s Owner's books and records to determine the amount for which the Sponsor Owner has personal liability; and (34) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable payment to ▇▇▇▇▇▇▇ Mac for indemnification obligations under Section 3.12of any Surplus Proceeds (as such term is defined in the Reimbursement Mortgage) actually received by the Owner or the General Partner. (cg) To the extent that the Sponsor Owner has personal liability under this Section 9.117.11, ▇▇▇▇▇▇▇ Mac may exercise its rights against the Sponsor Owner personally without regard to whether ▇▇▇▇▇▇▇ Mac has exercised any rights against the UCC Collateral Project or any other security security, or pursued any rights against any guarantor guarantor, or pursued any other rights available to ▇▇▇▇▇▇▇ Mac under this Agreement, the Reimbursement Mortgage, any other Sponsor Borrower Document or applicable law. For purposes of this Section, the term "Project" shall not include any funds that (1) have been applied by the Owner as required or permitted by the Reimbursement Mortgage prior to the occurrence of an Event of Default or (2) the Owner was unable to apply as required or permitted by the Reimbursement Mortgage because of a bankruptcy, receivership, or similar judicial proceeding.

Limitation on Personal Liability. (a) Except as otherwise provided in this Section 9.11(b)7.11, neither the Sponsor nor its officers, directors, partners, members, managers or employees, Owner shall have no personal liability under this Agreement or any other Sponsor Borrower Document for the payment of the payment Obligations obligations or for the performance of any other Obligations obligations of the Sponsor Owner under the Sponsor Borrower Documents, and ▇▇▇▇▇▇▇ Mac’s 's only recourse for the satisfaction or performance of the Obligations shall be ▇▇▇▇▇▇▇ Mac’s 's exercise of its rights and remedies with respect to the UCC Collateral Project and any other collateral held by ▇▇▇▇▇▇▇ Mac as security for the Obligations. The foregoing notwithstanding, This limitation on the Sponsor acknowledges that this Section 9.11(a) Owner's liability shall not be construed as limiting the coverage of, limit or any of impair ▇▇▇▇▇▇▇ Mac’s 's enforcement of its rights under, against any guarantor of the GuarantyObligations. (b) The Sponsor Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of a portion of the Obligations equal to 0 percent of the unpaid principal balance of this Reimbursement Agreement, plus any other amounts for which Owner has personal liability under this Section 7.11. (c) In addition to Owner's personal liability under Section 7.11(b), the Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of a further portion of the Obligations equal to any loss or damage suffered by ▇▇▇▇▇▇▇ Mac as a result of (1) failure of the Owner to pay to ▇▇▇▇▇▇▇ Mac upon demand after an Event of Default all rents to which ▇▇▇▇▇▇▇ Mac is entitled under Section 3(a) of the Reimbursement Mortgage and the amount of all security deposits collected by the Owner from tenants then in residence; (2) failure of the Owner to apply all insurance proceeds and condemnation proceeds as required by the Reimbursement Mortgage; (3) failure of the Owner to comply with Section 14(d) or (e) of the Reimbursement Mortgage relating to the delivery of books and records, statements, schedules and reports or (4) failure of the Owner to pay insurance premiums for fire, hazard or other insurance required by the Reimbursement Mortgage. (d) For purposes of determining the Owner's personal liability under Section 7.11(b) and Section 7.11(c), all payments made by the Owner or any guarantor with respect to the Obligations and all amounts received by ▇▇▇▇▇▇▇ Mac from the enforcement of its damages, losses or expenses, as applicable rights under the Reimbursement Mortgage shall be applied first to the portion of the Obligations for which the Owner has no personal liability. (e) The Owner shall become personally liable to ▇▇▇▇▇▇▇ Mac for the repayment of all of the Obligations upon the occurrence of any of the following: following Events of Default: (1) the Owner's acquisition of any property or operation of any business not permitted by Section 33 of the Reimbursement Mortgage; (2) a Transfer (as defined in the Reimbursement Mortgage) (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Reimbursement Mortgage, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (3) fraud or intentional written material misrepresentation by the Sponsor, or any Sponsor Affiliate, Owner or any officer, director, partner, member, manager member or employee of the Sponsor, or any Sponsor Affiliate, Owner in connection with the application for or creation of the Obligations or any request for any action or consent by ▇▇▇▇▇▇▇ Mac. (f) In addition to any personal liability for the Obligations, the Owner shall be personally liable to ▇▇▇▇▇▇▇ Mac for (1) the performance of all of the Owner's obligations under Section 18 of the Reimbursement Mortgage (relating to environmental matters); (2) the costs of any audit under Section 14(d) of the Reimbursement Mortgage; (3) any costs and expenses incurred by ▇▇▇▇▇▇▇ Mac in connection with the collection of any amount for which the Sponsor Owner is personally liable under this Section, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of the Sponsor’s and any Sponsor Affiliate’s Owner's books and records to determine the amount for which the Sponsor Owner has personal liability; and (34) any Breach that is uncured by the Sponsor in the event the Sponsor does not fulfill its obligations under Section 2.4(c). In addition, the Sponsor shall be personally liable payment to ▇▇▇▇▇▇▇ Mac for indemnification obligations under Section 3.12of any Surplus Proceeds (as such term is defined in the Reimbursement Mortgage) actually received by the Owner or the General Partner. (cg) To the extent that the Sponsor Owner has personal liability under this Section 9.117.11, ▇▇▇▇▇▇▇ Mac may exercise its rights against the Sponsor Owner personally without regard to whether ▇▇▇▇▇▇▇ Mac has exercised any rights against the UCC Collateral or any other security or pursued any rights against any guarantor or pursued any other rights available to ▇▇▇▇▇▇▇ Mac under this Agreement, any other Sponsor Document or applicable law.whether