Liability of Borrower. Borrower hereby ratifies and reconfirms Borrower’s obligations and all liability to Bank under the terms and conditions of the Loan Documents and acknowledges that Borrower has no defenses to or rights of set-off against Borrower’s obligations and all liability to Bank thereunder. Borrower further acknowledges that Bank has performed all of Bank’s obligations under the Loan Documents.
Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month in which an Event of Default occurs and prior to the date Lender acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with ARTICLE VI of this Mortgage pertaining to hazardous materials or the Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Section 11.06 and Section 11.07 of this Mortgage; and/or (viii) to recover actual damages arising from Borrower’s failure to comply with Section 8.01 of this Mortgage pertaining to ERISA.
Liability of Borrower. Notwithstanding that a Letter of Credit issued or otherwise outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or an Affiliate of the Borrower, or, in the case of a letter of credit deemed to constitute a Letter of Credit hereunder pursuant to Section 2.20(a), was originally issued for the account of another Person, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit as provided in this Agreement.
Liability of Borrower. 20 ARTICLE X CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY......................................21 Section 10.01 TRANSFER OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION...........21 Section 10.02 DEFEASANCE..........................................................25 Section 10.03 RELEASES AND SUBSTITUTIONS OF PROPERTY..............................27 Section 10.04 PROHIBITION ON SUBORDINATE FINANCING................................30 Section 10.05 [INTENTIONALLY DELETED].............................................30
Liability of Borrower. Borrower shall be liable for the full replacement value of the materials in the event of any loss, damage, destruction or failure to return any library materials, occurring either during the loan period or return shipping.
Liability of Borrower. The obligations of Borrower under this Agreement, the Security Instrument and the other Loan Documents are subject to the limitations on recourse set forth in Section 10.1.
Liability of Borrower. The obligation of Borrower to repay each Advance and Bond Loan and to make any and all payments to Xxxxxx Xxx, Lender and Loan Servicer required by this Agreement shall not be subject to diminution by set-off, recoupment, counterclaim (other than mandatory counterclaims), abatement or otherwise. Until the later of the date on which (i) all the Bonds have been fully paid (or provision made therefor as a legal defeasance) in accordance with the Resolutions or Indentures, (ii) each Credit Enhancement Instrument has been terminated in accordance with its terms, and (iii) all amounts due and owing Xxxxxx Mae under this Agreement (and longer if required by the terms of this Agreement or any Bond Mortgage Loan Document) have been paid, Borrower (a) shall continue to have the obligation to repay each Advance and Bond Loan as aforesaid, and (b) shall perform and observe all of its other obligations contained in this Agreement, the Borrower Documents and all other documents contemplated hereby or thereby. The obligations of Borrower under this Agreement shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any invalidity or unenforceability of any of the Borrower Documents or any other agreement or instrument related to the Borrower Documents; (b) any amendment or waiver of, or any consent to or departure from, the terms of any Credit Enhancement Instrument, any of the other Borrower Documents, or any other agreement or instrument related to the Borrower Documents, any extensions of time or other modifications of the terms and conditions for any act to be performed in connection with such Credit Enhancement Instrument; (c) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against Xxxxxx Xxx, Lender, the Loan Servicer, any Issuer, any Trustee, any Tender Agent, the Remarketing Agent, any Guarantor or any other Person, whether in connection with this Agreement, any of the other Borrower Documents, any Mortgaged Property, or any unrelated transaction; (d) the surrender or impairment of any security for the performance or observance of any of the agreements or terms of this Agreement or the other Borrower Documents; (e) defect in title to any Mortgaged Property, any acts or circumstances that may constitute failure of consideration, destruct...
Liability of Borrower. Indemnity Guarantors’ execution hereof shall not limit or modify the full-recourse nature of the Loan Agreement to Borrower.
Liability of Borrower. The Borrower shall be indebted upon the maturity thereof to each Lender in an amount equivalent to the full undiscounted Face Amount of each BA and BA Equivalent Note accepted and purchased by or issued to such Lender and the Borrower’s obligations in that regard shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following:
