Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if:
(a) there shall be any breach or violation of Article V of the Instrument; or
(b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or
(c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxx, (2) any partner, shareholder or member of Borrower or Xxxxxxxx’s general partner or managing member, or (3) any of the Recourse Parties; or
(d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by Xxxxxx as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.
Full Recourse Liability. Guarantor shall be personally, fully and completely liable for the payment of the Note (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (a) any Borrower, Guarantor, or any Person having a direct or indirect ownership interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(m) or 8.1(g) of the Loan Agreement, (b) any Borrower, Guarantor or any Person having a direct or indirect ownership interest in Borrower or Guarantor violates the covenants restricting Dispositions pursuant to Article VII of the Loan Agreement,(c) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (d) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from Borrower’s breach of the Loan Documents which is not dismissed within one hundred twenty (120) days after the filing of same (excluding any actions brought by Lender) or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is not dismissed within one hundred twenty (120) days after the filing of same, (e) there is filed against any Borrower any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (f) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan Doc...
Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the Obligations if:
(a) there shall be any breach or violation of Article V of the Instrument (the amount of such personal liability under this Paragraph 9(a), however, shall be limited to the actual losses suffered by Lender because of such breach); or
(b) there shall be any actual, but not constructive fraud, in connection with the Loan by any of the Exculpated Parties in connection with the Property, the Documents, the Loan application, or any other aspect of the Loan; or
(c) the Property shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing (which Borrower has participated in causing to be filed or respecting which Borrower has colluded with a creditor or a principal in Borrower to cause such involuntary proceeding to be filed); provided, however, that this Paragraph 9(c) shall not apply if an involuntary bankruptcy is filed by Lendxx.
Full Recourse Liability. Notwithstanding the provisions of Section 8.01 of this Agreement, BORROWER SHALL HAVE PERSONAL LIABILITY for the Obligations if:
Full Recourse Liability. The Owner has full recourse and personal liability for all of its obligations under this Supplemental Agreement and the other Note Documents. In particular and not in limitation of the foregoing, (i) Mizuho (or the Trustee or Noteholder, as applicable) shall retain all rights which Mizuho (or the Trustee or Noteholder, as applicable) may have under Sections 506(a), 506(b), 111l(b), as amended, or any other provisions of the United States Bankruptcy Code to file a claim for the full amount of the obligations secured by the Collateral or to require that all collateral required pursuant to the Note Documents continue to secure all of the Obligations in accordance with the Note Documents and (ii) the Owner agrees and acknowledges that it shall continue to be liable for the payment of the Obligations in the event an Event of Bankruptcy shall occur with respect to the Owner.
Full Recourse Liability. Notwithstanding the provisions of Section 8.01 of this Instrument, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for all sums due under the Note, the Obligations, and all obligations set forth in the Loan Documents if:
(a) there shall be any breach or violation of Article V of this Instrument; or
(b) there shall be any fraud or material misrepresentation by any of the Exculpated Parties in connection with the Collateral, the Loan Documents, the Loan Application, or any other aspect of the Loan; or
(c) the Collateral or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which (A) results in the entry of an order for relief against Debtor or the Collateral which is not fully stayed within seven (7) business days after the entry thereof, or (B) is not dismissed within ninety (90) days of filing; provided, however, that this Section 8.02(c) shall not apply if an involuntary bankruptcy is filed by Secured Party.
Full Recourse Liability. NOTWITHSTANDING ANY PROVISION OF THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS TO THE CONTRARY, INDEMNITORS’ ARE FULLY AND PERSONALLY, JOINTLY AND SEVERALLY, LIABLE FOR ALL OBLIGATIONS UNDER THIS AGREEMENT. SUCH LIABILITY IS NOT LIMITED TO THE ORIGINAL OR AMORTIZED PRINCIPAL BALANCE OF THE LOAN OR THE VALUE OF THE PROPERTY. Indemnified Parties shall have the right to proceed immediately against each Indemnitor under this Environmental Indemnity, without being required first to attempt recovery from Borrower or any other party or to xxx on the Note or any of the other Loan Documents and without demonstrating that the collateral for the Loan is inadequate security or that Lender has exercised (to any degree) or exhausted any of Lender’s other rights and remedies.
Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the Obligations if:
(a) there shall be any breach or violation of Article V of the Instrument;
Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, BORROWER SHALL HAVE PERSONAL LIABILITY for the Obligations if:
(a) there shall be any breach or violation of Article V of the Instrument; or
(b) there shall be any fraud or material misrepresentation by Borrower in connection with the Property, the Documents or any other aspect of the Loan; or
(c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender or (B) an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxx, or (2) any partner, shareholder or member of Borrower or Xxxxxxxx’s general partner or managing member;
(d) Borrower executes a Lease with a Major Tenant or an amendment or termination of any Lease with a Major Tenant in breach of the leasing restrictions set forth in Section 8 of the Assignment; or
(e) the Property is located in California, the Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure. Notwithstanding the foregoing, only Borrower and its general partner shall have any liability with respect to Section 8 and this Section 9, and no other constituents, members, shareholders, or partners of Borrower shall have any liability thereunder.
Full Recourse Liability. Notwithstanding the foregoing, CHT REIT’s liability under this Agreement shall be fully recourse and is expressly not subject to, or limited by, any limitations on CHT REIT’s liability set forth in the Loan Agreement or in any of the Recourse Documents (as such term is defined in the Loan Agreement), and CHT REIT agrees and acknowledges that Lender is relying upon the full recourse nature of this Agreement in making the Loan to Borrowers.
