Common use of Liability of Grantor Clause in Contracts

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Grantee 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 Grantor. However, nothing contained in this Section 9.01 shall limit the rights of Grantee to proceed against Grantor and/or the Liable Parties, (i) to enforce any leases entered into by Grantor or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurer; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste by any of the Liable Parties or Grantor; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan Documents; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Grantor 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 Grantee or otherwise disbursed pursuant to the subject Lease; (v) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee 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 the provisions of this Deed To Secure Debt pertaining to Hazardous Materials or the Unsecured Indemnity Agreement; (vii) to recover all expenses incurred by Grantee as a result of Grantor's contest of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurred; (viii) to recover damages arising from Grantor's failure to comply with Section 8.01 of this Deed To Secure Debt pertaining to ERISA; (ix) to recover damages, costs and expenses arising from, or in connection with Grantor's failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rent. (b) The limitation of liability set forth in this Section 9.01 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment of the Secured Indebtedness (i) there is a Transfer or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding commenced against Grantor. In addition, this agreement shall not waive any rights which Grantee would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section SECTION 9.01, Grantee Beneficiary 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 Grantor. However, nothing contained in this Section SECTION 9.01 shall limit the rights of Grantee Beneficiary to proceed against Grantor and the general partners of Grantor and/or the Liable Parties, if any, (i) to enforce any leases entered into by Grantor or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurerinsurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste by any of the Liable Parties or Grantorwaste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan DocumentsBeneficiary; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Grantor 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 Grantee or otherwise disbursed pursuant to the subject LeaseBeneficiary; (v) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee Beneficiary 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 the provisions of this Deed To Secure Debt of Trust pertaining to Hazardous Materials or the Unsecured Indemnity Agreement; (vii) to recover all expenses incurred by Grantee as a result amounts due and payable pursuant to SECTIONS 11.06 and 11.07 of Grantor's contest this Deed of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurredTrust; and/or (viii) to recover damages arising from Grantor's failure to comply with Section 8.01 the provisions of this Deed To Secure Debt of Trust pertaining to ERISA; (ix) to recover damages, costs and expenses arising from, or in connection with Grantor's failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rent. (b) The limitation of liability set forth in this Section SECTION 9.01 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment of the Secured Indebtedness Grantor (i) there is a Transfer or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding is commenced against GrantorGrantor and is not dismissed within ninety (90) days of filing, or (ii) causes or permits a Transfer in violation of the provisions of ARTICLE X below, or (iii) incurs or permits the incurring of any financing in violation of the provisions of SECTION 10.02 below, except as otherwise approved by Beneficiary in writing. In addition, this agreement shall not waive any rights which Grantee Beneficiary would have under any provisions of Title 11 of the U.S. Bankruptcy United States Code (together with any successor statutes, the "BANKRUPTCY CODE") to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.. ARTICLE X CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.019.1, Grantee Beneficiary 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 Grantor. However, nothing contained in this Section 9.01 section shall limit the rights of Grantee Beneficiary to enforce any policies of insurance or to proceed against Grantor and the general partners of Grantor, if any, and/or the Liable Parties, Parties or any one or more of them (i) to enforce any leases Leases entered into by Grantor or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurerborrower; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste committed by Grantor or any of the Liable Parties or Grantorconstituent thereof; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan DocumentsBeneficiary; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or refundable fees paid to Grantor 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 Grantee or otherwise disbursed pursuant Beneficiary unless applied in accordance with the Leases prior to the subject Leasean Event of Default; (v) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee Beneficiary 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 the provisions with, any breach of this Deed To Secure Debt pertaining to Hazardous Materials a covenant contained in Article 6 hereof or the Unsecured Indemnity Agreement; (vii) to recover all expenses incurred any amount expended by Grantee as Beneficiary in connection with a result of Grantor's contest of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurred; foreclosure or trustee’s sale hereunder, (viii) to recover damages arising from Grantor's ’s failure to comply with Section 8.01 8.1 of this Deed To Secure Debt of Trust pertaining to ERISA; and/or (ix) to recover damages, costs and expenses arising from, or in connection with with, Grantor's ’s failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rentPremiums. (b) The limitation of liability set forth in this Section 9.01 9.1 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment indefeasible payment in full of the Secured Indebtedness (i) there is a Transfer or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iiiii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding is commenced against GrantorGrantor and Grantor or any related party has directly or indirectly encouraged, participated with, or colluded with the parties filing such involuntary bankruptcy or insolvency proceeding to file such proceeding. In addition, this agreement shall not waive any rights which Grantee Beneficiary would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to to-require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Grantee 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 Grantor. However, nothing contained in this Section 9.01 shall limit the rights of Grantee to proceed against Grantor and the general partners of Grantor and/or the Liable Parties, if any, (i) to enforce any leases entered into by Grantor or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurer; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste by any of the Liable Parties or Grantorwaste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan DocumentsGrantee; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Grantor 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 Grantee or otherwise disbursed pursuant to the subject LeaseGrantee; (v) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee 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 the provisions of this Deed To Secure Debt pertaining to Hazardous Materials or the Unsecured Indemnity Agreement; (vii) to recover all expenses incurred amounts due and payable pursuant to Sections 11.06 and 11.07 of this Deed To Secure Debt and any amount expended by Grantee as a result in connection with the foreclosure of Grantor's contest of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurredthis Deed to Secure Debt; (viii) to recover damages arising from Grantor's failure to comply with Section 8.01 of this Deed To Secure Debt pertaining to ERISA; ERISA and/or (ix) to recover damages, costs and expenses arising from, or in connection with Grantor's failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rent. (b) The limitation of liability set forth in this Section 9.01 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment of the Secured Indebtedness (i) there is a Transfer violation of Section 10.01 or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee Section 10.02 of this Deed to Secure Debt or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding is commenced against GrantorGrantor by any party which is not an unrelated third party and is not dismissed within 90 days of filing. In addition, this agreement shall not waive any rights which Grantee would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.019.1, Grantee Beneficiary 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 Grantor. However, nothing contained in this Section 9.01 section shall limit the rights of Grantee Beneficiary to enforce any policies of insurance or to proceed against Grantor and the general partners of Grantor, if any, and/or the Liable Parties, Parties or any one or more of them (i) to enforce any leases Leases entered into by Grantor or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurer; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste committed by Grantor or any of the Liable Parties or Grantorconstituent thereof; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan DocumentsBeneficiary; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or refundable fees paid to Grantor 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 Grantee or otherwise disbursed pursuant Beneficiary unless applied in accordance with the Leases prior to the subject Leasean Event of Default; (v) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee Beneficiary 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 the provisions with, any breach of this Deed To Secure Debt pertaining to Hazardous Materials a covenant contained in Article 6 hereof or the Unsecured -the Indemnity Agreement; (vii) to recover all expenses incurred any amount expended by Grantee as Beneficiary in connection with a result of Grantor's contest of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurred; foreclosure or trustee’s sale hereunder, (viii) to recover damages arising from Grantor's ’s failure to comply with Section 8.01 8.1 of this Deed To Secure Debt of Trust pertaining to ERISA; and/or (ix) to recover damages, costs and expenses arising from, or in connection with with, Grantor's ’s failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rentPremiums. (b) The limitation of liability set forth in this Section 9.01 9.1 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment indefeasible payment in full of the Secured Indebtedness Indebtedness (i) there is a Transfer or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iiiii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding is commenced against GrantorGrantor and Grantor or any related party has directly or indirectly encouraged, participated with, or colluded with the parties filing such involuntary bankruptcy or insolvency proceeding to file such proceeding. In addition, this agreement shall not waive any rights which Grantee Beneficiary would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Grantor. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Grantee Beneficiary 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 Grantor or the general partners of Grantor. However, nothing contained in this Section 9.01 section shall limit the rights of Grantee Beneficiary to proceed against Grantor and/or and the Liable Parties, general partners of Grantor (i) to enforce any leases entered into by Grantor recover actual damages for fraud, intentional material misrepresentation or its affiliates as tenant, guarantees, or other agreements entered into by Grantor in a capacity other than as borrower (such as, for example, but without limitation, master leases, guaranty agreements, or other similar agreements) or any policies of insurance under which Grantee is the insurerintentional waste; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty condemnation proceeds or waste by any of the Liable Parties or Grantor; (iii) to recover any Condemnation Proceeds or Insurance Proceeds insurance proceeds or other similar funds which have been misapplied by Grantor or which, under the terms of the Loan Documents, should have been paid to Grantee pursuant to the Loan DocumentsBeneficiary; (iviii) to recover any tenant security deposits, tenant letters letter of credit or other deposits or fees paid to Grantor 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 Grantee or otherwise disbursed pursuant to the subject Leasemisapplied by Grantor; (viv) to recover Rents and Profits received by Grantor after the first day of the month in which an Event of Default occurs and prior to the date that Grantee Beneficiary 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; (viv) to recover actual damages, costs and expenses arising from, or in connection with the provisions of this Deed To Secure Debt of Trust pertaining to Hazardous Materials hazardous materials or the Unsecured Indemnity Agreement; (vi) to recover all amounts due and payable pursuant to Section 11.06 and 11.07 of the Deed of Trust; and/or (vii) to recover all expenses incurred by Grantee as a result of Grantor's contest of the enforcement of the Loan Documents beyond Grantor's contention that no Event of Default has occurred; (viii) to recover actual damages arising from Grantor's failure to comply with Section 8.01 of this Deed To Secure Debt pertaining to ERISA; (ix) to recover damages, costs and expenses arising from, or in connection with Grantor's failure to pay any Impositions or Premiums to the extent not deposited with Grantee; (x) for all obligations of Grantor under Section 21 of the Note captioned "Interest Rate Protection"; and/or (xi) for any disbursements made by Grantee to Grantor for Tenant Improvements, Leasing Commissions or other Lease Related Costs pursuant to the Leasing Reserve Holdback Agreement prior to the applicable Tenant taking actual occupancy and paying rent under such Tenant's Lease; provided that neither Grantor nor the Liable Parties shall have any liability for such amounts under this clause (xi) after any such Tenant shall have taken occupancy and commenced paying rent. (b) The limitation of liability set forth in this Section 9.01 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment of the Secured Indebtedness (i) there is a Transfer or Secondary Financing except as permitted in the Loan Documents or as otherwise Approved by Grantee or (ii) Grantor commences a voluntary bankruptcy or insolvency proceeding or (iii) Grantor or any member or affiliate of Grantor acquiesces in, consents to, or joins in an involuntary bankruptcy or insolvency proceeding commenced against Grantor. In addition, this agreement shall not waive any rights which Grantee would have under any provisions of the U.S. Bankruptcy Code Deed of Trust pertaining to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.ERISA ARTICLE X CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY