Common use of Full Recourse Liability Clause in Contracts

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. 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) XxxxxxxxBorrower, (2) any partner, shareholder or member of Borrower or XxxxxxxxBorrower’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 Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

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 TenantXxxxxx, (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. 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 TenantXxxxxx, (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 Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES BORROWER SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V (Due on Sale or Encumbrance) of the InstrumentInstrument (to the extent not cured within any applicable notice and/or cure periods provided in the Documents); or (b) there shall be any fraud or intentional and material misrepresentation by any of the Recourse Parties Borrower in connection with the Property, the Documents, the Loan application made by Borrower dated April 1, 2010 (the “Application, ”) or any other aspect of the Loan; oror Prudential Loan No. 706108298 Lehigh Valley Mall Promissory Note 12265141v.4 / 28227-000942 (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding filed by Borrower or any member or general partner of Borrower or (ii) an involuntary bankruptcy or insolvency proceeding filed against Borrower or any member or general partner of Borrower 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 Xxxxxxxx (i) enters into a Lease with a Major TenantTenant without Xxxxxx’s prior written consent (and Xxxxxx’s consent was required under the Documents), (ii) enters into an amendment or termination of any Lease with a Major TenantTenant without Xxxxxx’s prior written consent (and Xxxxxx’s consent was required under the Documents), or (iii) accepts the termination, cancellation or surrender of any Lease with a Major TenantTenant without Xxxxxx’s prior written consent (and Xxxxxx’s consent is required under the Documents); or (e) Borrower shall, without Xxxxxx’s prior written consent, surrender, terminate, forfeit or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify, or amend, the Ground Lease (as defined in breach the Instrument) (including, without limitation, any rejection of the leasing restrictions set forth same in Section 7 of any bankruptcy or insolvency proceeding); or (f) the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (Instrument 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 other Documents are deemed fraudulent conveyances or preferences as of the date hereof, whether such action described in clauses claims, demands or assertions are made under the United States Bankruptcy Code (ias amended or replaced from time to time), (ii) including, without limitation, under Sections 544, 547 or (iii) above exceeds the amount of such Crossed Loan (548 thereof, or Crossed Loans) under any applicable to the Individual Property (state fraudulent conveyance statutes 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) abovesimilar laws.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE EXCULPATED PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Obligations set forth in the Documents if: (a) there shall be any breach is a Transfer (as defined in the Instruments) or violation of Article V of Indirect Transfer (as defined in the Instrument; orInstruments) (other than a Permitted Indirect Transfer (as defined in the Instruments)) without Lender's consent; (b) there shall be any fraud or material misrepresentation by any of the Recourse Exculpated Parties or Lessee in connection with the any Property, the Loan Documents, the Loan ApplicationApplication by and between Borrower, FelCor Lodging Limited Partnership, FelCor/CSS Hotels, L.L.C., and Lender dated February 22, 1999, any instruments, reports, evidence, estoppels, subordination agreements, environmental reports, architectural reports, life safety reports, engineering reports, leases, papers, information and other documents and agreements required to be obtained by Borrower under the Loan Application or Loan Documents or required or subject to Lender's approval at any time or delivered to Lender with respect to the Loan or any other aspect of the Loan; or (c) the any Property or any part thereof (including either the interests of Borrower or the interests of Lessee) shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding filed by Borrower or Lessee or (ii) an involuntary bankruptcy or insolvency proceeding filed against Borrower or Lessee which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if if: (Ax) an involuntary bankruptcy is filed by LenderLendxx (x) any voluntary bankruptcy proceeding is filed by a Successor Lessee (as defined in the Loan Agreement) or (z) an involuntary bankruptcy proceeding is filed against a Successor Lessee (other than a proceeding filed by, or with the express consent of, the Borrower); and provided further, that if: (A) after ninety (90) days following the filing of any involuntary bankruptcy proceeding described in clause (ii) above, such proceeding is dismissed with prejudice and without adversely affecting the enforceability or priority of any of the Loan Documents; (B) such dismissal occurs prior to the occurrence of any of the following: (v) the entry of any order that adversely affects the enforceability or priority of any of the Loan Documents (other than solely by reason of the automatic stay), (w) the entry of any order granting any person relief from the automatic stay to foreclose against, enforce any lien or security interest in, levy upon, or repossess any material assets of Borrower or Lessee that constitute a part of, or that relate to, the Properties, or to terminate any of the Management Agreements (as defined in the Loan Agreement), License Agreements (as defined in the Loan Agreement), or leases of restaurant space (the "MATERIAL LEASES"), (x) the liquidation of any material assets of Borrower or Lessee (other than a Successor Lessee) that constitute a part of, or that relate to, the Properties, (y) the entry of any order approving the rejection or termination of any Primary Lease, any Management Agreement, any License Agreement, or any Material Lease, or (Bz) the involuntary filing was initiated by a third-party creditor independent entry of any collusive action, participation or collusive communication by (1) Xxxxxxxx, (2) order approving any partner, shareholder or member plan of reorganization for Borrower or Xxxxxxxx’s general partner Lessee (other than a Successor Lessee); and (C) throughout the period following the filing of such bankruptcy proceeding, Borrower or managing member, one or (3) any more of the Recourse PartiesExculpated Parties shall have continued to make regular payments of debt service on a timely basis in accordance with the provisions of the Loan Documents; orthen, the Exculpated Parties shall be personally liable only for the actual damages, losses, costs and expenses (including attorneys' fees) incurred by Lender (expressly including any diminution, loss or damage to the Properties and/or any other property or rights which are security for the loan evidenced by this Note) as a result of such bankruptcy filing; (d) any of the Recourse Exculpated Parties (i) enters into a Lease with a Major Tenant, (ii) enters into or Lessee executes an amendment or termination of any Lease with a Major TenantPrimary Lease, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth Exculpated Parties or Lessee (other than a Successor Lessee) executes or authorizes any amendment of or terminates any Management Agreement or License Agreement, without Lendxx'x xrior written consent (and Lendxx'x consent was required under the Loan Documents) or other than in accordance with the provisions of Section 7 8 of the AssignmentLoan Agreement; providedor (e) there shall be an Event of Default pursuant to Section 8(a) and/or 8(b) of the Loan Agreement. Notwithstanding the foregoing, howeverfollowing the occurrence of an event described in Paragraphs 9(a), that9(b) and 9(d) above, in if Borrower (1) establishes that the same was inadvertent, (2) promptly gives Lendxx xxxtten notice of such event, such liability and (3) cures the same to the reasonable satisfaction of Lender within thirty (30) days after any senior officer of Borrxxxx, XxlCor Lodging Limited Partnership, or FelCor Lodging Trust Incorporated first had actual knowledge thereof (regardless of whether Lender shall have given any notice of default or other notice on account thereof), the Exculpated Parties shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is locatedpersonally liable only for any actual damages, except that in the event that the damages suffered or losses, costs and expenses incurred by Lender as (including reasonable attorneys' fees) incurred by Lendxx xx 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) aboveforegoing events.

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 the Obligations set forth in the Documents if: (a) there shall be any transfer of the Property or interests in Borrower in breach or violation of Article V of the Instrument or there shall be any secondary financing liens or any voluntary liens placed on or encumbering the Property in breach or violation of the Instrument; or (b) there shall be any fraud or material intentional misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Applicationapplication, 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, 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 membermanager, or (3) any of the Recourse Parties; oror Prudential Loan No. 706108495 XXXXXXXX’S INITIALS: Clarendon Center \Promissory Note (d) any of the Recourse Parties Borrower (i) enters into a Lease with a Major Tenant, (ii) enters into consents to, or otherwise accepts, an amendment or termination assignment of any a Lease with a Major Tenant, which assignment would result in the Major Tenant being relieved from any liability under such Lease, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in each case, only if 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 or (e) the Crossed Loan (Instrument 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 other Documents are determined to be fraudulent conveyances or preferences or are otherwise determined to be void pursuant to any principles limiting the rights of creditors, whether such action described in clauses claims, demands or assertions are made under the Bankruptcy Code (ias amended or replaced from time to time), (ii) including, without limitation, under Sections 544, 547 or (iii) above exceeds the amount of such Crossed Loan (548 thereof, or Crossed Loans) under any applicable to the Individual Property (state fraudulent conveyance statues 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) abovesimilar laws.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; 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 Applicationapplication, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrowers on the terms and conditions contemplated by the Loan application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) 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 after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxxany Borrower, (2) any partner, shareholder or member of any Borrower or Xxxxxxxxany Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) any of the Recourse Parties Parties, in breach of the leasing restrictions set forth in Section 3.23 of this Agreement, (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, (iii) consents to, or otherwise accepts, an assignment of a Lease with a Major Tenant, which assignment would result in the Major Tenant being relieved from any liability under such Lease, or (iiiiv) accepts the termination, cancellation or surrender of any Lease with a Major Tenant; or (f) any Instrument, in breach any Cross Collateral Mortgage or any of the leasing restrictions set forth other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 7 726.5 of the AssignmentCalifornia Code of Civil Procedure; provided, however, that, in such event, such liability shall be limited to the Crossed Loan or (or Crossed Loansh) 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 shall, without Lender’s prior written consent, surrender, terminate, forfeit or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify or amend any such action described in clauses (i), (ii) or (iii) above exceeds ground lease affecting either 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.Xxxx X. Xxxxxxx Medical

Full Recourse Liability. Notwithstanding Borrower and Guarantor shall become personally liable, jointly and severally, for the provisions entire amount of Paragraph 8 of this Notethe Loan (including all principal, interest and other charges associated therewith) and performance under the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth Loan Documents in the Documents if: event that: (a) there shall be Borrower or any breach Person having a direct or violation indirect interest in Borrower violates the covenant governing the placing of Article V secondary financing pursuant to Sections 4.11(a)(ix), 7.1(m), or 8.1(g) of the Instrument; or this Agreement, (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, Borrower or any other aspect Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of the Loan; or this Agreement, (c) Borrower or Carveout Guarantor files a petition in bankruptcy or for the Property appointment of a receiver, or commences under any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding law, proceedings for its relief or for the compromise, extension, arrangement or adjustment of its obligations, (iid) Borrower colludes in an involuntary bankruptcy proceeding filed against Borrower or insolvency proceeding Carveout Guarantor which is not dismissed within ninety (90) days after the filing of filing; providedsame, however, that this Paragraph 9(c(e) shall not apply if (A) an involuntary bankruptcy there is filed against Borrower any claim, which is not released within ninety (90) days after the filing, 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 reason of the Recourse Parties; or (d) any operation of the Recourse Parties federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) enters into the Loan being deemed a Lease with a Major Tenant, fraudulent conveyance or fraudulent transfer; or (ii) enters into an amendment or termination of any Lease with the Loan being deemed a Major Tenantpreferential transfer, or (iiif) 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 any Borrower Parties or any affiliate thereof challenges or disputes the damages suffered validity or incurred by Lender as a result enforceability of any of the Recourse Parties taking 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 Documents (unless prior to such challenge Borrower has either commenced turning over all revenue (including any security deposits) from the Property or Borrower has cooperated with the appointment of a receiver to preserve and protect the Property during the pendency of such action described in clauses (ichallenge), (ii) or (iiig) above exceeds the amount Borrower or its assets are substantively consolidated with or into any other entity or such entity’s estate in bankruptcy and a material violation of Section 4.11 of this Agreement was a contributing factor in 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) aboveconsolidation.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; 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 Applicationapplication, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Loan application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) 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 after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxxany Borrower, (2) any partner, shareholder or member of any Borrower or Xxxxxxxxany Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Loan application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease 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 after filing; provided, however, that this Section 8.02(h) 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) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) 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) aboveParties.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; 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) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) 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 after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxxany Borrower, (2) any partner, shareholder or member of any Borrower or Xxxxxxxxany Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease 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 after filing; provided, however, that this Section 8.02(h) 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) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) 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) aboveParties.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; 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) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) 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 after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxxany Borrower, (2) any partner, shareholder or member of any Borrower or Xxxxxxxxany Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease 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 after filing; provided, however, that this Section 8.02(h) shall not Prudential Loan Nos. 706109322, 706109323, 706109324, 706109325, 706109326, 706109327, 706109328, 706109329, 706109333, 706109334, 706109335 and 706109336 CNL BV Portfolio Loan Agreement 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) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) 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) aboveParties.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; 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) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or Prudential Loan Nos. 706109321 - 706109336 CNL BV Portfolio Amended and Restated Loan Agreement (d) 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 after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) Xxxxxxxxany Borrower, (2) any partner, shareholder or member of any Borrower or Xxxxxxxxany Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease 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 after filing; provided, however, that this Section 8.02(h) 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) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) 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) aboveParties.