Common use of Limitation on Recourse Clause in Contracts

Limitation on Recourse. Notwithstanding anything to the contrary expressed or implied herein, where the Termination Sum becomes payable by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of any voluntary termination of the leasing of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisen, the Lessor shall have no recourse against the Lessee or any of the assets and undertakings of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from and to the extent of the payments made by a Relevant Bank under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination of the Lease Obligations and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim or proof is a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to the exercise by the Lessor of any right, title, interest and benefit in, to, under or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant Bank.

Limitation on Recourse. Notwithstanding anything herein to the contrary expressed or implied hereincontrary, where at any time during the Termination Sum becomes payable by the Lessee pursuant to clauses 27.1 or 27.3.1 orBasic Lease term only, if Rent (including Termination Value) and Other Midwest Liabilities due and unpaid at such time is greater than the time of aggregate Free Cashflow amount attributable to the Fiscal Quarters during which Rent and Other Midwest Liabilities became due and are undischarged, any voluntary termination claim against the Facility Lessee for the amount by which such Rent and Other Midwest Liabilities due and unpaid exceed the aggregate Free Cashflow amount attributable to the Fiscal Quarters during which Rent and Other Midwest Liabilities became due and are undischarged shall be subordinated to the claims of the leasing holders of Specified Midwest Indebtedness on the terms and conditions set forth in the Subordination Agreement; PROVIDED that such subordination shall not impair or otherwise restrict any right or ability of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisenOwner Participant, the Lessor shall have no recourse against Owner Trustee, the Lessee or any of the assets and undertakings of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from and to the extent of the payments made by a Relevant Bank under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination of Equity Investor, the Lease Obligations and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied Indenture Trustee or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim or proof is a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to the exercise by the Lessor of any right, title, interest and benefit in, to, under or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled either Pass Through Trustee to make a demand and/orclaim under the EME Guarantee or the EME OP Guarantee, as the case may be, in respect of such excess or to retain any amount paid by EME under the EME Guarantee or the EME OP Guarantee, as the case may be, in respect of such excess. (i) the giving of any notice necessary to cause a default, breach, failure or misrepresentation to become a Lease Event of Default, (ii) the declaration of this Facility Lease to be in default; (iii) the election or exercise all its of any remedy arising out of or in connection with a Lease Event of Default (including making any demand for payment of Termination Value, terminating this Facility Lease, exercising the rights of the Owner Lessor as owner of the Undivided Interest or any other remedy under Section 17 hereof); (iv) the making of demand for payment of any Letter claim required to be subordinated pursuant this Section 17.2 and Section 18.19 of Credit the Participation Agreement; and (v) the exercise of any other right or Additional Security Document provided by remedy in the Operative Documents or at law with respect to any claim not constituting a claim required to be subordinated pursuant this Section 17.2 and Section 18.19 of the Participation Agreement; PROVIDED, HOWEVER, that Relevant Bankin no event shall the Owner Lessor be entitled to seek to collect or enforce payment of any amount constituting a claim required to be subordinated pursuant to this Section 17.2 and Section 18.19 of the Participation Agreement.

Limitation on Recourse. Notwithstanding anything the foregoing provisions of this Article II, (a) the obligation of the Obligor to make payments under Section 2.1 hereof and under Section 2.1 of the Related Payment and Indemnity Agreement, other than Excluded Payments, shall be limited in the aggregate to the contrary expressed or implied hereinMaximum Amount, where and in the Termination Sum becomes payable by event that the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at Aggregate Disposition Proceeds exceed the time of any voluntary termination sum of the leasing of Maximum Amount and the Ship pursuant to clause 3.3 a Relevant Bank Event has arisenExcluded Payments, the Lessor Beneficiaries agree that they shall have assert no recourse against the Lessee secured claim or any of the assets and undertakings of the Lessee interest in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from excess proceeds, (b) if and to the extent that the Guaranteed Amounts (other than the Excluded Payments) in the aggregate exceed the Maximum Amount (the excess of Guaranteed Amounts (other than the Excluded Payments) over the Maximum Amount being referred to herein as the "Excess Amount"), and any one or more of the payments made by Beneficiaries is entitled to assert and does assert an unsecured claim against AWA under any of the AWA Operative Documents with respect to such Excess Amount, such Beneficiaries agree that they shall not be entitled to a Relevant Bank distribution on account of any such unsecured claim in respect of any Excess Amount against the Obligor hereunder (or under the Letter of Credit or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination of the Lease Obligations Related Payment and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (bIndemnity Agreement) to the extent that such Beneficiary receives a distribution on account of such unsecured claim or proof is and a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to the exercise by the Lessor of any right, title, interest and benefit in, to, under or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event distribution in respect of amounts to which any Excess Amount against the obligations of the Lessee are limited recourse pursuant to this clause; and Obligor hereunder would be duplicative, and (c) save where with respect to any AWA Operative Document that requires AWA to pay a Guaranteed Amount to an owner trustee who in turn is obligated to remit such payment to a Beneficiary, nothing herein shall be deemed to allocate to the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all Obligor any liability arising out of the Lease Obligations. Accordingly, and without limiting the generality failure of the foregoing, such owner trustee to the extent that the Termination Sum and any other amounts due and owing by the Lessee duly remit payments received from AWA under such AWA Operative Document unless such liability is already allocated to the Lessor AWA under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant BankAWA Operative Document.

Limitation on Recourse. Notwithstanding anything to the contrary expressed in this Agreement or implied hereinany other Transaction Document, where the Termination Sum becomes payable by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of any voluntary termination of the leasing of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisen, the Lessor Borrower shall have no recourse against personal liability to the Lessee Lender or the Administrator under any Transaction Document for the payment of the principal balance of any or all of the Loans beyond the interests of Borrower in the Collateral; provided, however, that Borrower shall have personal liability for (a) any interest that may accrue on the Loans, (b) any Fees, (c) any Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (d) all amounts payable pursuant to Section 4.1(d), 6.1, 6.2, 6.3 or 14.1 of this Agreement, and (e) any damage suffered by the Lender or the Administrator as a result of (i) any fraud or misrepresentation by Borrower in connection with any of the assets and undertakings Loans, the Collateral or the Transaction Documents or (ii) any breach by Borrower of any of its representations, warranties or covenants in any of the Lessee in Transaction Documents (other than its covenants with respect of such part to the payment of the Termination Sum as is equal principal balance of the Loans). Subject to the Applicable Security Amount at exceptions set forth above, as between the relevant time Lender and the relevant part Administrator, on the one hand, and Borrower, on the other hand, the Lender and the Administrator shall proceed only against, and shall rely solely on, the Collateral for payment or other satisfaction of the Termination Sum which is equal principal balance of the Loans and the Lender's and Administrator's sole and exclusive remedy with respect to the said Applicable Security Amount principal balance of the Loans upon the occurrence of any Significant Event shall be recoverable by the Lessor only from to exercise their rights and remedies with respect to the extent Collateral and the Lender and the Administrator shall not ▇▇▇ or otherwise proceed against Borrower to collect payment of the payments made by a Relevant Bank under principal balance of the Letter of Credit Loans or other Additional Security Document. The limitation on recourse contained in this clause 27.4 is given any deficiency which may remain owing on the basis that: (a) the foregoing limitation on recourse shall be ignored in the determination principal balance of the Lease Obligations and the Lease Obligations shall include all moneys, obligations and liabilities which are to be paid, repaid, performed, satisfied or discharged by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim or proof is a necessary procedural step to enable the realisation or enforcement of the full benefit of this Lease or the other Relevant Documents, or to Loans after the exercise by the Lessor Lender and Administrator of their rights and remedies with respect to the Collateral. The foregoing provisions concern only the personal liability of Borrower for the principal balance of the Loans under the Transaction Documents and do not in any manner, and shall not be interpreted or construed to, diminish, affect, modify, or impair in any manner whatsoever the rights, titles or interests of the Lender or the Administrator in or to the Collateral, the pursuit or exercise by the Lender or the Administrator of any right, title, interest and benefit in, to, under rights or pursuant remedies which the Lender or Administrator may have with respect to this Lease and the other Relevant DocumentsCollateral, the Lessor shall be entitled to make priority or file a claim enforceability of the Lender's or proof the Administrator's rights, titles and interests in any Insolvency Event in relation or to the LesseeCollateral, but not itself to take or any legal action rights or proceeding to instigate any such Insolvency Event in respect of amounts to remedies which the obligations Lender or Administrator may have against any person (other than Borrower) who may now or hereafter be primarily or secondarily liable for the principal balance of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant BankLoans.

Limitation on Recourse. Notwithstanding anything any provision of this Agreement, except as provided in this Paragraph 23, and except with respect to the contrary expressed indemnification provided in Paragraph 22 and in Section 6 of the Custody Agreement, Buyer shall not enforce the liability and obligation of Seller to perform and observe the obligations contained in this Agreement by any action or implied hereinproceeding wherein a money judgment shall be sought against Seller, where except that Buyer may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Buyer to enforce and realize upon its interest under this Agreement, and its interest in the Termination Sum becomes payable Purchased Securities, and any other Collateral given to Buyer under the Program Documents (including, without limitation, any Income held in a deposit account pursuant to Paragraph 14); provided, however, that any judgment in any such action or proceeding shall be enforceable against Seller only to the extent of Seller's interest in the Purchased Securities and in any other Collateral given to Buyer. Buyer agrees that it shall not sue for, seek or demand a▇▇ deficiency judgment against Seller in any such action or proceeding, under or by reason of or under or in connection with this Agreement. The provisions of this Paragraph 23 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Lessee pursuant to clauses 27.1 or 27.3.1 or, if at the time of any voluntary termination of the leasing of the Ship pursuant to clause 3.3 a Relevant Bank Event has arisen, the Lessor shall have no recourse against the Lessee or any of the assets and undertakings of the Lessee in respect of such part of the Termination Sum as is equal to the Applicable Security Amount at the relevant time and the relevant part of the Termination Sum which is equal to the said Applicable Security Amount shall be recoverable by the Lessor only from and Program Documents except to the extent of the payments made by limitations in money judgments and deficiency judgments set forth in this Paragraph 23; (ii) impair the right of Buyer to name Seller as a Relevant Bank party defendant in any action or suit for judicial foreclosure and sale under the Letter Program Documents; (iii) impair the right of Credit Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to fraud or intentional misrepresentation by Seller or any other Additional Security Document. The limitation on recourse contained person or entity in this clause 27.4 is given connection with the Program Documents; (v) impair the right of Buyer to obtain payments on the basis that: Purchased Securities received by Seller after the occurrence of an Event of Default; (avi) impair the foregoing limitation on recourse shall be ignored right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by Seller of Loan payments collected in advance; (vii) impair the determination right of the Lease Obligations and the Lease Obligations shall include all moneysBuyer to obtain insurance proceeds or condemnation awards due to Buyer under this Agreement; or (viii) apply to losses arising out of any misrepresentation, obligations and liabilities which are to be paid, repaid, performed, satisfied wilful misconduct or discharged fraud by the Lessee, notwithstanding the foregoing limitation of recourse; (b) to the extent that a claim Seller or proof is a necessary procedural step to enable the realisation its agents or enforcement of the full benefit of this Lease or the other Relevant Documents, employees or to the exercise by the Lessor of any right, title, interest and benefit in, to, under suit or pursuant to this Lease and the other Relevant Documents, the Lessor shall be entitled to make or file a claim or proof in any Insolvency Event in relation to the Lessee, but not itself to take any legal action or proceeding to instigate any such Insolvency Event in respect of amounts to which the obligations of the Lessee are limited recourse pursuant to this clause; and (c) save where the Lessor has agreed to limit its rights of recourse against the Lessee under, or as referred to in, this clause 27.4, the Lessor shall have full recourse against the Lessee in respect of all of the Lease Obligations. Accordingly, and without limiting the generality of the foregoing, to the extent that the Termination Sum and any other amounts due and owing by the Lessee to the Lessor under this Lease and the other Lease Documents exceeds the Applicable Security Amount at the applicable time, the Lessee shall be obliged to make payment for the relevant excess in full and the Lessor shall have full recourse to the Lessee and its assets to the extent that such payment is not made. Where the limitation on recourse arises by reason of the existence of a Relevant Bank Event at the time of any termination of the leasing of the Ship pursuant to clause 3.3, the Lessee acknowledges and agrees that the Lessor shall be entitled to make a demand and/or, as the case may be, exercise all its rights under any Letter of Credit or Additional Security Document provided by that Relevant Bankmoney judgment related thereto.