LIMITATION ON PERSONAL LIABILITIES. (a) Except as expressly set forth in paragraph 19(b) below, the recourse of Holder with respect to the obligations evidenced by this Note or set forth in any Loan Document shall be solely to the Property (as defined in the Deed of Trust) and, accordingly, except as expressly set forth in Paragraph 9(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other that the Property. (b) Notwithstanding anything to the contrary contained in this Note or in any Loan Document, nothing shall be deemed in any way to impair, limit or prejudice the rights of Holder: (i) in foreclosure proceedings or in any ancillary proceedings brought to facilitate Holder's foreclosurx xx xhe Property or any portion thereof; (ii) to recover from Maker damages or costs (including without limitation reasonable attorneys' fees) incurred by Holder as a result xx xxxentional waste of the Property by Maker; (iii) to recover from Maker any condemnation or insurance proceeds attributable to the Property received by Maker which were not paid to Holder or used to restore the Property in accordance with the terms of the Deed of Trust; (iv) to recover from Maker any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Property collected by or for Maker following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Property, including payments of the Loan; (v) to recover from Maker any loss or damage suffered by Holder by reason of the Property being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Maker fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Holder; (vi) to exercise any other specific rights or remedies afforded Holder under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Holder to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Maker may have personal liability under a provision of this Section 19(b) other than this clause 19(b)(vi); (vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Prudential; (viii) to pursue any personal liability of Maker under the Remediation and Indemnification Agreement; (ix) to recover from Maker damages or costs incurred by Holder as a result xx xxx breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Maker demonstrates to the sole satisfaction of Lender that such sale, conveyance, assignment or transfer shall have been unintentional, Maker shall have thirty (30) days following written notice from Lender to unwind or reverse the sale, conveyance, assignment or transfer); and (x) to recover from Maker damages or costs incurred by Holder as a result xx xxx actionable fraud or intentional misrepresentation by Maker in connection with the Property, the Loan Documents or the Loan. (c) The agreement contained in this Paragraph 19 to limit the personal liability of Maker shall become null and void and of no further force or effect in the event that the Property or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Maker shall be personally liable for repayment but only to the extent of the dollar amount that Maker is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 19(b) and (c) of the Note unless recourse liability actually occurs under said voluntary lien); (d) Notwithstanding anything to the contrary contained herein, Holder's recourse sxxxx xe limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp.") Income Partners - XII, and Illinois limited partnership, Income Associates - XII an Illinois limited partnership, Income Associates - XIII, an Illinois general partnership, JMB Properties - XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd. - XII or JMB Income Properties, Ltd. - XIII, or any officer, employee or director of any of them, have any personal liability, directly or indirectly, under or in connection with this Note or any other document or instru- ment evidencing, securing or executed in connection with the Loan. For purposes of the Note and the Loan Documents, neither the negative capital account of any constituent partner and Maker, nor any obligation of any constituent partner and Maker, to restore a negative capital account or to contribute capital to Maker, or to other constituent partners and Maker, shall be deemed at any time to be the property or an asset of Maker, or any such other constituent partner (and neither Holder nor any of its successors and assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or partner's obligation to restore or contribute). As used herein, a constituent partner in Maker means a partner in Maker or in any partnership that has a direct or indirect interest (through one or more partnerships) in Maker.
Appears in 1 contract
LIMITATION ON PERSONAL LIABILITIES. (a) Except as expressly set forth in paragraph 19(b) below, the recourse of Holder with respect to the obligations evidenced by this Note or set forth in any Loan Document shall be solely to the Property (as defined in the Deed of Trust) andand , accordingly, except as expressly set forth in Paragraph 9(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other that than the Property.
(b) Notwithstanding anything to the contrary contained in this Note or in any Loan Document, nothing shall be deemed in any way to impair, limit or prejudice the rights of Holder:
(i) in foreclosure proceedings or in any ancillary proceedings brought to facilitate Holder's foreclosurx xx xhe Property or any portion thereof;
(ii) to recover from Maker damages or costs (including without limitation reasonable attorneys' fees) incurred by Holder as a result xx xxxentional waste of the Property by Maker;
(iii) to recover from Maker any condemnation or insurance proceeds attributable to the Property received by Maker which were not paid to Holder or used to restore the Property in accordance with the terms of the Deed of Trust;
(iv) to recover from Maker any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Property collected by or for Maker following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Property, including payments of the Loan;
(v) to recover from Maker any loss or damage suffered by Holder by reason of the Property being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Maker fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Holder;
(vi) to exercise any other specific rights or remedies afforded Holder under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Holder to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Maker may have personal liability under a provision of this Section 19(b) other than this clause 19(b)(vi);
(vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Prudential;
(viii) to pursue any personal liability of Maker under the Remediation and Indemnification Agreement;
(ix) to recover from Maker damages or costs incurred by Holder as a result xx xxx breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Maker demonstrates to the sole satisfaction of Lender that such sale, conveyance, assignment or transfer shall have been unintentional, Maker shall have thirty (30) days following written notice from Lender to unwind or reverse the sale, conveyance, assignment or transfer); and
(x) to recover from Maker maker damages or costs incurred by Holder as a result xx xxx actionable fraud or intentional misrepresentation by Maker in connection with the Property, the Loan Documents or the Loan.
(c) The agreement contained in this Paragraph 19 to limit the personal liability of Maker shall become null and void and of no further force or effect in the event that the Property or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Maker shall be personally liable for repayment but only to the extent of the dollar amount that Maker is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 19(b) and (c) of the this Note unless recourse liability actually occurs under said voluntary lien);
(d) Notwithstanding anything to the contrary contained herein, Holder's recourse sxxxx xe limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp.") ), Income Partners - Partners-XII, and Illinois limited partnership, Income Associates - XII an Illinois limited partnership, Income Associates - Associates-XII, an Illinois limited Partnership, Income Associates-XIII, an Illinois general partnership, JMB Properties - Properties-XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd. - Ltd.- XII or JMB Income Properties, Ltd. - XIIILtd.-XIII, or any officer, employee or director of any of them, have any personal liability, directly or indirectly, under or in connection with this Note or any other document or instru- ment evidencing, securing or executed in connection with the Loan. For purposes of the Note and the Loan Documents, neither the negative capital account of any constituent partner and Maker, nor any obligation of any constituent partner and Maker, to restore a negative capital account or to contribute capital to Maker, or to other constituent partners and Maker, nor any obligation of any constituent partners and Maker, shall be deemed at any time to be the property or an asset of Maker, or any such other constituent partner (and neither Holder nor any of its successors and assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or partner's obligation to restore or contribute). As used herein, a constituent partner in Maker means a partner in Maker or in any partnership that has a direct or indirect interest (through one or more partnerships) in Maker.
Appears in 1 contract
LIMITATION ON PERSONAL LIABILITIES. (a) Except as expressly set forth in paragraph 19(b) below, the recourse of Holder with respect to the obligations evidenced by this Note or set forth in any Loan Document shall be solely to the Property (as defined in the Deed of Trust) and, accordingly, except as expressly set forth in Paragraph 9(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other that the Property.
(b) Notwithstanding anything to the contrary contained in this Note or in any Loan Document, nothing shall be deemed in any way to impair, limit or prejudice the rights of Holder:
(i) in foreclosure proceedings or in any ancillary proceedings brought to facilitate HolderXxxxxx's foreclosurx xx xhe foreclosure on the Property or any portion thereof;
(ii) to recover from Maker damages or costs (including without limitation reasonable attorneys' fees) incurred by Holder Xxxxxx as a result xx xxxentional of intentional waste of the Property by Maker;
(iii) to recover from Maker any condemnation or insurance proceeds attributable to the Property received by Maker which were not paid to Holder or used to restore the Property in accordance with the terms of the Deed of Trust;
(iv) to recover from Maker any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Property collected by or for Maker following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Property, including payments of the Loan;
(v) to recover from Maker any loss or damage suffered by Holder by reason of the Property being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Maker fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Holder;
(vi) to exercise any other specific rights or remedies afforded Holder under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Holder to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Maker may have personal liability under a provision of this Section 19(b) other than this clause 19(b)(vi);
(vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Prudential;
(viii) to pursue any personal liability of Maker under the Remediation and Indemnification Agreement;
(ix) to recover from Maker damages or costs incurred by Holder Xxxxxx as a result xx xxx of any breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Maker demonstrates to the sole satisfaction of Lender that such sale, conveyance, assignment or transfer shall have been unintentional, Maker shall have thirty (30) days following written notice from Lender to unwind or reverse the sale, conveyance, assignment or transfer); and
(x) to recover from Maker damages or costs incurred by Holder Xxxxxx as a result xx xxx of any actionable fraud or intentional misrepresentation by Maker in connection with the Property, the Loan Documents or the Loan.
(c) The agreement contained in this Paragraph 19 to limit the personal liability of Maker shall become null and void and of no further force or effect in the event that the Property or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Maker shall be personally liable for repayment but only to the extent of the dollar amount that Maker is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 19(b) and (c) of the Note unless recourse liability actually occurs under said voluntary lien);
(d) Notwithstanding anything to the contrary contained herein, HolderXxxxxx's recourse sxxxx xe shall be limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp.") Income Partners - XII, and Illinois limited partnership, Income Associates - XII an Illinois limited partnership, Income Associates - XIII, an Illinois general partnership, JMB Properties - XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd. - XII or JMB Income Properties, Ltd. - XIII, or any officer, employee or director of any of them, have any personal liability, directly or indirectly, under or in connection with this Note or any other document or instru- ment evidencing, securing or executed in connection with the Loan. For purposes of the Note and the Loan Documents, neither the negative capital account of any constituent partner and Maker, nor any obligation of any constituent partner and Maker, to restore a negative capital account or to contribute capital to Maker, or to other constituent partners and Maker, shall be deemed at any time to be the property or an asset of Maker, or any such other constituent partner (and neither Holder nor any of its successors and assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or partner's obligation to restore or contribute). As used herein, a constituent partner in Maker means a partner in Maker or in any partnership that has a direct or indirect interest (through one or more partnerships) in Maker.
Appears in 1 contract
LIMITATION ON PERSONAL LIABILITIES. (a) Except as expressly set forth in paragraph 19(b) below, the recourse of Holder with respect to the obligations evidenced by this Note or set forth in any Loan Document shall be solely to the Property (as defined in the Deed of Trust) andand , accordingly, except as expressly set forth in Paragraph 9(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other that than the Property.
(b) Notwithstanding anything to the contrary contained in this Note or in any Loan Document, nothing shall be deemed in any way to impair, limit or prejudice the rights of Holder:
(i) in foreclosure proceedings or in any ancillary proceedings brought to facilitate HolderXxxxxx's foreclosurx xx xhe foreclosure on the Property or any portion thereof;
(ii) to recover from Maker damages or costs (including without limitation reasonable attorneys' fees) incurred by Holder Xxxxxx as a result xx xxxentional of intentional waste of the Property by Maker;
(iii) to recover from Maker any condemnation or insurance proceeds attributable to the Property received by Maker which were not paid to Holder or used to restore the Property in accordance with the terms of the Deed of Trust;
(iv) to recover from Maker any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Property collected by or for Maker following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Property, including payments of the Loan;
(v) to recover from Maker any loss or damage suffered by Holder by reason of the Property being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Maker fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Holder;
(vi) to exercise any other specific rights or remedies afforded Holder under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Holder to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Maker may have personal liability under a provision of this Section 19(b) other than this clause 19(b)(vi);
(vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Prudential;
(viii) to pursue any personal liability of Maker under the Remediation and Indemnification Agreement;
(ix) to recover from Maker damages or costs incurred by Holder Xxxxxx as a result xx xxx of any breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Maker demonstrates to the sole satisfaction of Lender that such sale, conveyance, assignment or transfer shall have been unintentional, Maker shall have thirty (30) days following written notice from Lender to unwind or reverse the sale, conveyance, assignment or transfer); and
(x) to recover from Maker maker damages or costs incurred by Holder Xxxxxx as a result xx xxx of any actionable fraud or intentional misrepresentation by Maker in connection with the Property, the Loan Documents or the Loan.
(c) The agreement contained in this Paragraph 19 to limit the personal liability of Maker shall become null and void and of no further force or effect in the event that the Property or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Maker shall be personally liable for repayment but only to the extent of the dollar amount that Maker is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 19(b) and (c) of the this Note unless recourse liability actually occurs under said voluntary lien);
(d) Notwithstanding anything to the contrary contained herein, HolderXxxxxx's recourse sxxxx xe shall be limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp.") ), Income Partners - Partners-XII, and Illinois limited partnership, Income Associates - XII an Illinois limited partnership, Income Associates - Associates-XII, an Illinois limited Partnership, Income Associates-XIII, an Illinois general partnership, JMB Properties - Properties-XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd. - Ltd.- XII or JMB Income Properties, Ltd. - XIIILtd.-XIII, or any officer, employee or director of any of them, have any personal liability, directly or indirectly, under or in connection with this Note or any other document or instru- ment evidencing, securing or executed in connection with the Loan. For purposes of the Note and the Loan Documents, neither the negative capital account of any constituent partner and Maker, nor any obligation of any constituent partner and Maker, to restore a negative capital account or to contribute capital to Maker, or to other constituent partners and Maker, shall be deemed at any time to be the property or an asset of Maker, or any such other constituent partner (and neither Holder nor any of its successors and assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or partner's obligation to restore or contribute). As used herein, a constituent partner in Maker means a partner in Maker or in any partnership that has a direct or indirect interest (through one or more partnerships) in Maker.instru-
Appears in 1 contract
LIMITATION ON PERSONAL LIABILITIES. (a) Except as expressly set forth in paragraph 19(bPARAGRAPHS 18(B) AND 18(C) below, the recourse neither Maker nor any general partner of Holder with respect to the obligations evidenced by this Note Maker (singularly or set forth in any Loan Document shall be solely to the Property (as defined in the Deed of Trust) and, accordingly, except as expressly set forth in Paragraph 9(b) belowcollectively, the obligations evidenced by "Exculpated Parties") shall have any personal liability for the Note Loan or any Obligations set forth in the Loan Documents, except that Holder shall be entitled to bring a foreclosure action or proceeding or other appropriate action or proceeding to enforce the Loan Documents are non-recourse or foreclose or realize upon and/or protect the Property (including naming the Exculpated Parties in such actions or proceedings) and/or to anything other that draw on, and retain the Propertyproceeds of, any letter of credit issued in favor of Xxxxxx with respect to the Loan.
(b) Notwithstanding anything to the contrary contained in this Note or in any Loan Document, nothing Holder shall be deemed in entitled to proceed personally against the Exculpated Parties, or any way to impairof them, limit or prejudice for, and the rights of HolderExculpated Parties shall have personal liability jointly and severally for:
(i) any indemnity, guaranty, or similar instrument furnished in foreclosure proceedings or in any ancillary proceedings brought to facilitate Holder's foreclosurx xx xhe Property or any portion thereof;
(ii) to recover from Maker damages or costs connection with the Loan (including without limitation reasonable attorneys' fees) incurred by Holder as a result xx xxxentional waste the ERISA provisions of the Property by Maker;
(iii) to recover from Maker any condemnation or insurance proceeds attributable to the Property received by Maker which were not paid to Holder or used to restore the Property in accordance with the terms of the Deed of Trust;
(iv) to recover from Maker any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Property collected by or for Maker following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Property, including payments of the Loan;
(v) to recover from Maker any loss or damage suffered by Holder by reason of the Property being transferred in violation of Section 38.9 Paragraph 9.18 of the Deed of Trust and such transfer results the Hazardous Substances Agreement);
(ii) any assessments and/or taxes (accrued and/or payable) with respect to the Property to the extent income from the Property has been used other than in accordance with the Loan being Documents;
(iii) any security deposits of tenants (1) not turned over to Holder upon foreclosure, sale (pursuant to power of sale), or conveyance in lieu thereof, or (2) not turned over to a non-exempt prohibited transaction receiver or trustee for the Property after his/her appointment;
(iv) any insurance proceeds or condemnation awards neither turned over to Holder nor used in compliance with the terms of the Loan Documents;
(v) if any of the Exculpated Parties executes an amendment or termination of any Lease (other than a Lease with a Major Tenant which is governed by Paragraph 18(c)(iv) below) without the prior written consent of Xxxxxx, if such consent is required under ERISA; and the terms of the Loan Documents, the Exculpated Parties shall have personal liability for the greater of:
(1) the present value (calculated at the Discount Rate) of the aggregate total dollar amount (if any) by which (A) the rental income and/or other tenant obligations prior to the amendment or termination of such Lease, exceeds (B) the rental income and/or other tenant obligations after the amendment or termination of such Lease, or
(2) any termination fee or other consideration paid in connection with such case, Maker fails to unwind amendment or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Holdertermination;
(vi) waste of the Property;
(vii) any rents or other income from the Property received by any of the Exculpated Parties following a default under the Loan Documents and not otherwise applied to exercise the Indebtedness or to the current (and not deferred) operating expenses of the Property incurred in the ordinary course, excluding amounts paid as operating expenses to a Person related to or affiliated with any other specific rights or remedies afforded Holder of the Exculpated Parties unless payment of such amounts are expressly permitted under the terms of the Loan Documents;
(viii) Maker's failure to maintain any provisions letter of credit required under the terms of the Loan Documents or at law or otherwise in equity provided that this clause (vi) shall not permit Holder to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to connection with the extent that Maker may have personal liability under a provision of this Section 19(b) other than this clause 19(b)(vi);
(vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Prudential;
(viii) to pursue any personal liability of Maker under the Remediation and Indemnification AgreementLoan;
(ix) Maker's obligation to recover from Maker damages or costs incurred by indemnify Holder as a result xx xxx breach or violation of paragraph 27 for commissions and fees under Paragraph 2.10 of the Deed of Trust (provided that in a case where Maker demonstrates to the sole satisfaction of Lender that such sale, conveyance, assignment or transfer shall have been unintentional, Maker shall have thirty (30) days following written notice from Lender to unwind or reverse the sale, conveyance, assignment or transfer)Trust; andand/or
(x) to recover from Maker damages or all legal fees (including allocated costs of Holder's staff attorneys) and other expenses incurred by Holder as a result xx xxx actionable fraud or intentional misrepresentation by Maker Xxxxxx in connection with the Property, enforcing the Loan Documents if any Exculpated Party contests, delays, or otherwise hinders or opposes (including the Loanfiling of a bankruptcy or insolvency proceeding) any of Holder's enforcement actions.
(c) The Except as provided in Paragraph 18(c)(v) below, the agreement contained in this Paragraph 19 18 to limit the personal liability of Maker the Exculpated Parties shall become null and void and of no further force or effect in the event that the Property or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Maker shall be personally liable for repayment but only to the extent of the dollar amount that Maker is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 19(b) and (c) of the Note unless recourse liability actually occurs under said voluntary lien);
(d) Notwithstanding anything to the contrary contained herein, Holder's recourse sxxxx xe limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp.") Income Partners - XIIeffect, and Illinois limited partnership, Income Associates - XII an Illinois limited partnership, Income Associates - XIII, an Illinois general partnership, JMB Properties - XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd. - XII or JMB Income Properties, Ltd. - XIII, or any officer, employee or director of any of them, the Exculpated Parties shall have any personal liability, directly or indirectly, under or in connection with this Note or any other document or instru- ment evidencing, securing or executed in connection with the Loan. For purposes of liability for all Indebtedness and all Obligations evidenced by the Note and the Loan Documents, neither in the negative capital account event:
(i) there is any breach or violation of Paragraph 4.2 of the Deed of Trust;
(ii) there is any constituent partner and Makerfraud or material misrepresentation by any of the Exculpated Parties in connection with the Property, nor any obligation of any constituent partner and Makerthe Loan Documents, to restore a negative capital account or to contribute capital to Maker, or to other constituent partners and Maker, shall be deemed at any time to be the property or an asset of MakerApplication, or any other aspect of the Loan;
(iii) the Property or any part thereof becomes an asset in (1) a voluntary bankruptcy or insolvency proceeding, or (2) any involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing, except that this clause (2) shall not apply if such other constituent partner involuntary bankruptcy is filed by Holder;
(and neither Holder nor iv) any Exculpated Party executes an amendment or termination of its successors and assigns any Lease with a Major Tenant without the prior written consent of Holder, if such consent is required under the terms of the Loan Documents; or
(v) the Property or any individual property constituting the Property is rendered "environmentally impaired", as such term is defined in Section 726.5 of the California Code of Civil Procedure; provided, however, that in such event, the Exculpated Parties shall have any right personal liability only for the Original Allocated Loan Amount allocated to collectthe Property that is or are determined to be "environmentally impaired", enforce or proceed against or with respect unless, in so limiting Xxxxxx's recourse to any such negative capital account or partner's obligation less than all Indebtedness and all Obligations, Holder would be substantially deprived of the benefits available to restore or contribute). As used herein, a constituent partner in Maker means a partner in Maker or in any partnership that has a direct or indirect interest (through one or more partnerships) in MakerHolder under Section 726.5.
Appears in 1 contract
