Common use of Full Recourse Liability Clause in Contracts

Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (A) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k) or 8.1(g) of this Agreement, (B) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (C) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (D) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is not dismissed within ninety (90) days after the filing of same, (E) there is filed against Borrower any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (F) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (G) Borrower commits a material violation of Section 4.11 of this Agreement which is a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Loan No. 00-1102733

Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (Aa) Borrower or any Person having a direct or indirect ownership interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k7.1(m) or 8.1(g) of this Agreement (except as permitted by Section 7.4 of this Agreement), (Bb) Borrower or any Person having a direct or indirect ownership interest in Borrower violates the covenant restricting Dispositions (other than Permitted Dispositions) pursuant to Article VII of this Agreement, (Cc) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiverreceiver (other than a receiver appointed at the written request of Lender) , or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (Dd) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiverreceiver (other than a filing instituted by Lender), or there is commenced under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a Borrower’s breach of the Loan Documents or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is not dismissed within ninety one hundred eighty (90180) days after the filing of same, (Ee) there is filed against Borrower any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (Ff) in the event any Borrower Parties or any affiliate Affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (Gg) Borrower commits a material violation of Section 4.11 of this Agreement which is a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Notwithstanding the foregoing, Borrower shall not have any liability pursuant to this Section 10.2 if Borrower can prove that any acts or omissions that would have created liability hereunder were caused by (or resulted from) the fraud, willful misconduct or gross negligence of Lender, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment. Notwithstanding anything to the contrary contained herein or in any of the other Loan No. 00-1102733Documents, other than with respect to the Guarantor under the Guaranty Agreement and under the Indemnity Agreement, no Exculpated Party shall have any personal liability for, nor be joined as a party to, any action with respect to (i) the payment of any sum which is or may be payable under this Agreement or the other Loan Documents, or (ii) the performance or discharge of any covenants, obligations or undertakings of Borrower.

Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (Aa) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k) 7.1(m), or 8.1(g) of this Agreement, (Bb) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (Cc) any of the Borrower Parties or Carveout Guarantor files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ its relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ its obligations, (Dd) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion colludes in an involuntary bankruptcy proceeding filed against any of the Borrower Parties or Carveout Guarantor which is not dismissed within ninety (90) days after the filing of same, (Ee) there is filed against Borrower any claim claim, which is not released within ninety (90) days after the filing, by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (Ff) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (Gg) Borrower commits 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 which is was a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Loan No. 00-1102733such consolidation.

Full Recourse Liability. Borrower and Guarantor shall become personally liablebe personally, jointly fully and severally, completely liable for the entire amount payment of the Loan Note (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (Aa) Borrower any Borrower, Guarantor, or any Person having a direct or indirect ownership interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k7.1(m) or 8.1(g) of this the Loan Agreement, (Bb) Borrower any Borrower, Guarantor or any Person having a direct or indirect ownership interest in Borrower or Guarantor violates the covenant covenants restricting Dispositions pursuant to Article VII of this Agreement, (Cthe Loan Agreement,(c) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (Dd) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a Borrower’s breach of the Loan Documents which is not dismissed within one hundred twenty (120) days after the filing of same (excluding any actions brought by Lender) or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is not dismissed within ninety one hundred twenty (90120) days after the filing of same, (Ee) there is filed against any Borrower any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (Ff) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (Gg) Borrower commits a material violation of Section 4.11 of this the Loan Agreement which is a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Lender’s rights under this Guaranty are in addition to all rights of Lender under the Security Instrument and the Loan NoDocuments, and payments by Guarantor under this Guaranty shall not reduce the obligations and liabilities of Borrower under the Note, the Loan Agreement, the Security Instrument or the other Loan Documents; provided, however, this shall not be construed to permit Lender to collect from Borrower for the same obligations or liabilities for which Lender has already received payment from Guarantor. 00-1102733The term “Guaranteed Obligations” shall refer to those obligations set forth in Section 1 and Section 2 above.

Full Recourse Liability. Borrower and Guarantor shall become personally liableNotwithstanding the provisions of Paragraph 8 of this Note, jointly and severally, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the entire amount Obligations if: (a) there is a Transfer (as defined in the Instruments) or Indirect Transfer (as defined in the Instruments) (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 Exculpated Parties or Lessee in connection with any Property, the Loan (including all principalDocuments, interest the Loan Application 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 charges associated therewith) documents and performance agreements required to be obtained by Borrower under the Loan Application or Loan Documents in or required or subject to Lender's approval at any time or delivered to Lender with respect to the event that: Loan or any other aspect of the Loan; or (Ac) any Property or any part thereof (including either the interests of Borrower or any Person having the interests of Lessee) shall become an asset in (i) a direct or indirect interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k) or 8.1(g) of this Agreement, (B) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (C) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiver, or commences under any voluntary bankruptcy or insolvency law, proceedings for any proceeding filed by Borrower Parties’ relief or for the compromise, extension, arrangement Lessee or adjustment of Borrower Parties’ obligations, (Dii) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any an involuntary bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties or Lessee which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if: (x) an involuntary bankruptcy is filed by Lend▇▇ (▇) 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 sameany 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; (EB) there is filed against Borrower such dismissal occurs prior to the occurrence of any claim 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 operation of federal bankruptcyautomatic stay), state insolvency or similar creditors’ rights laws that is based on (iw) 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 being deemed 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 fraudulent conveyance Successor Lessee) that constitute a part of, or fraudulent transfer; 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 (iiz) the Loan being deemed a preferential transfer, (F) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability entry of any order approving any plan of reorganization for Borrower or Lessee (other than a Successor Lessee); and (C) throughout the period following the filing of such bankruptcy proceeding, Borrower or one or more of the Exculpated Parties shall have continued to make regular payments of debt service on a timely basis in accordance with the provisions of the Loan Documents following Documents; then, 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 Material Defaultresult of such bankruptcy filing; (d) any of the Exculpated Parties or Lessee executes an amendment or termination of any Primary Lease, seeks to delay or impair any of the enforcement Exculpated Parties or Lessee (other than a Successor Lessee) executes or authorizes any amendment of Lender’s remedial rights under the Loan Documents following a Material Default or terminates any Management Agreement or License Agreement, without Lend▇▇'▇ ▇rior written consent (and Lend▇▇'▇ consent was required under the Loan Documents, ) or challenges other than in accordance with the validity, enforceability or first priority provisions of the liens and security interests securing payment of amounts owing or payable under the terms Section 8 of the Loan Documents Agreement; or (unless prior e) there shall be an Event of Default pursuant to Section 8(a) and/or 8(b) of the Loan Agreement. Notwithstanding the foregoing, following the occurrence of an event described in Paragraphs 9(a), 9(b) and 9(d) above, if Borrower (1) establishes that the same was inadvertent, (2) promptly gives Lend▇▇ ▇▇▇tten notice of such challenge Borrower has either commenced turning over all revenue event, and (3) cures the same to the reasonable satisfaction of Lender within thirty (30) days after any senior officer of Borr▇▇▇▇, ▇▇lCor 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 personally liable only for any actual damages, losses, costs and expenses incurred by Lender (including any security depositsreasonable attorneys' fees) from incurred by Lend▇▇ ▇▇ a result of the Property or Borrower has cooperated with the appointment of a receiver to preserve and protect the Property during the pendency of such challenge), or (G) Borrower commits a material violation of Section 4.11 of this Agreement which is a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Loan No. 00-1102733foregoing events.

Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (Aa) Borrower or any Person having a direct or indirect interest in Borrower Guarantor violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k7.1(m) or 8.1(g) of this Agreement, (Bb) Borrower Borrower, Guarantor or any Person having a direct or indirect interest in Borrower or Guarantor violates the covenant restricting transfers of interests in the Property, or Dispositions pursuant to Article VII or changes in ownership or Controlling Interest of this AgreementBorrower in violation of the Loan Documents, (Cc) any of the Borrower Parties or Guarantor files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ or Guarantor’s relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ or Guarantor’s obligations, (Dd) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion Guarantor colludes in an involuntary bankruptcy proceeding filed against any of the Borrower Parties or Guarantor which is not dismissed within ninety (90) days after the filing of same, (Ee) there is filed against Borrower which is not released within ninety (90) days after filing, any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (Ff) in the event any Borrower Parties or Guarantor or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (Gg) Borrower commits 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 which is was a contributing factor in the substantive consolidation of Borrower with another entitysuch consolidation. Domain Flats at Tallahassee 53 Carrs Hill 54 Loan No. 00-11027331103560

Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (A) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k) or 8.1(g) of this Agreement, (B) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (C) any of the Borrower Parties or Guarantor The Flats at Carrs Hill, Athens, Georgia Loan No. 00-1102522 files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ its relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ its obligations, (D) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion colludes in an involuntary bankruptcy proceeding filed against any of the Borrower Parties or Guarantor which is not dismissed within ninety (90) days after the filing of same, (E) there is filed against Borrower any claim claim, which is not released within 90 days after filing, by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (F) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan 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 challenge), or (G) Borrower commits or its assets are substantively consolidated with or into any other entity or such entity’s estate in bankruptcy as a result of a material violation of Section 4.11 of this Agreement which is a contributing factor in the substantive consolidation of Borrower with another entity. Domain at Tallahassee 53 Loan No. 00-1102733Agreement.