Common use of Exceptions to Non-Recourse Liability Clause in Contracts

Exceptions to Non-Recourse Liability. If, without obtaining Xxxxxx Mae's prior written consent, (i) a "Transfer" shall occur which, pursuant to Uniform Covenant 19 of the any of the Mortgages, gives Xxxxxx Xxx the right, at its option, to declare all sums secured by any such Mortgage immediately due and payable, (ii) Owner shall encumber any Property with the lien of any "Subordinate Instrument" (as defined in the Related Mortgage with respect to such Property) in connection with any financing by Owner, or (iii) Owner shall cease to be a Single-Purpose entity, any of such events shall (after the expiration of any applicable notice and cure period) constitute an Event of Default hereunder and under the other Mortgage Documents, and if any such event shall continue for (thirty) 30 days after notice from Xxxxxx Mae, then, from and after the date that is (thirty) 30 days after such notice, (x) section 4.14(a) shall not apply to, and (y) Owner, QRS Partner and OP Partner shall be personally liable on a joint and several basis for full recourse liability under this Agreement and the other Mortgage Documents for, Xxxxxx Mae's actual loss, cost and expense (including reasonable attorney's fees and expenses but excluding consequential damages) suffered or incurred by Xxxxxx Mae to the extent suffered or incurred by Xxxxxx Xxx as a result of any event or occurrence described in clauses (i) through (iii) of this section 4.14(b).

Exceptions to Non-Recourse Liability. If, without obtaining Xxxxxx Mae's prior written consent, (i) a "Transfer" shall occur which, pursuant to Uniform Covenant 19 of the any of the Mortgages, gives Xxxxxx Xxx Mae the right, at its option, to declare all sums secured by any such Mortgage immediately due and payable, (ii) Owner shall voluntarily encumber or permit the encumbrance of any Property with the lien of any "Subordinate Instrument" (as defined in the Related Mortgage with respect to such Property) in connection with any financing by Owner, or (iii) Owner shall cease fail to be remain a Single-Purpose entityentity or to comply with any of the provisions of subsection 2.3(a)(iii) or 2.3(a)(iv), any of such events shall (after the expiration of any applicable notice and cure period) constitute an Event of Default hereunder and under the other Mortgage Documents, and if any such event Event of Default shall continue for thirty (thirty30) 30 days after notice from Xxxxxx Mae, then, from and after the date that is thirty (thirty30) 30 days after such noticeevent, (x) section 4.14(a3.11(a) shall not apply toapply, and (y) Owner, QRS General Partner and OP Partner each Guarantor shall be personally liable on a joint and several basis for full recourse liability under the Related Mortgage Notes, this Agreement and the other Mortgage Documents forDocuments. Notwithstanding the foregoing, Xxxxxx Mae's actual loss, cost and expense (including reasonable attorney's fees and expenses but excluding consequential damages) suffered or incurred by Xxxxxx Mae with respect to the extent suffered or incurred by Xxxxxx Xxx as a result of any event or occurrence described in clauses (i) through clause (iii) above, the thirty (30) day period referenced in the preceding sentence shall commence upon Owner's receipt of this section 4.14(bnotice of Owner's failure to remain a Single-Purpose entity or to comply with any of the provisions of such subsections 2.3(a)(iii) or 2.3(a)(iv).