Common use of Remedies Following the Occurrence of a Breach Event Clause in Contracts

Remedies Following the Occurrence of a Breach Event. Upon the occurrence of a Breach Event, the following remedies shall be available to KBS, KBSAS and Newco: as to all damages, losses, costs or expenses (hereinafter referred to as "Losses") incurred by KBS, KBSAS and Newco in connection with any Breach Event, KBS, KBSAS and Newco shall be entitled to (i) offset against any and all amounts then and thereafter owing under the Management Services Agreement the amount of such Losses, (ii) the return from GKK Stars (or its designated affiliate that enters into the Management Services Agreement) of all amounts accrued and paid under the Management Services Agreement after the Effective Date up to the amount of such Losses, and (iii) pursue GKK Stars for any of such Losses and pursue Guarantor for such Losses under the terms of the Gramercy Back-Up Guaranty. Upon the occurrence of a Breach Event referenced in Section 9.1(e) of this Agreement only, KBS, KBSAS and Newco shall be entitled to enforce the Amended and Restated Carveout Guaranty. To the extent that the remedy referenced in the prior sentence is exercised, (A) the Gramercy Releases shall remain in full force and effect, except as set forth in the prior sentence, (B) notwithstanding the execution and delivery of the Lender Releases, GKK Stars shall retain any defenses available to any Gramercy Entity against any claims under the Amended and Restated Carveout Guaranty and (C) except as otherwise set forth in the prior clause (B) the Lender Releases shall remain in full force and effect.