Common use of Exceptions to Limits on Personal Liability Clause in Contracts

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2) failure of the Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documents, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower Parties pursuant to paragraph (b) of this Section 22.01, the Borrower Parties shall remain personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower Parties to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower Parties from tenants then in residence; (2) failure of the Borrower Parties to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower Parties to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation by the any Borrower Party or any officer, director, partner, member or employee of the any Borrower Party in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower Party will not be personally liable (i) to the extent that the Borrower Party lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documents, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower Party has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower and Guarantor shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or Guarantor to comply in all material respects with Section 13.04 relating its obligations Colonial/PNC ARCS — Master Credit Facility Agreement under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or Guarantor, or any officer, director, partner, member or employee of the Borrower or Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; or (5v) failure to apply RentsRents (including pre-paid rents), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower or Guarantor will not be personally liable (iA) to the extent that the Borrower or Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the The Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower Parties shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower to pay to the Lender upon written demand after an Event of Default Default, all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Mortgage Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2) failure of the Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged applicable Mortgage Property; (3) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports14.2(a)(vii); (4) fraud or written material misrepresentation by the any Borrower Party or any officer, director, partner, member or employee of the any Borrower Party in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“"Debt Service Amounts”") payable under the Loan Documents (except that the Borrower Party will not be personally liable (i) to the extent that the Borrower Party lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter calendar year if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quartercalendar year); or (6) the Borrower's failure of to deposit all Gross Revenues into a Property Account (as defined in the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or Cash Management Agreement) in accordance with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan DocumentsCash Management Agreement.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (iA) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documents, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6vi) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances Term Loan and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents received by Borrower or its property manager to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written intentional material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) any and all indemnification obligations contained in Section 18 of any Security Instrument; (vi) the litigation against Camden Property Trust and Camden Builders Inc., filed by the Equal Rights Center in the United States District Count for the District of Maryland as Xxxx Xx. XXX 00 XX 0000 with respect to the Fair Housing Act and the Americans with Disabilities Act and the litigation against Camden Development, Inc. filed by Xxxxxxxx Xxxxx as a class action complaint in Los Angeles County, California alleging that late fees charged constituted unlawful penalties; (vii) a Camden Summit Bankruptcy Event, or (viii) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that the preceding Calendar Quarter); or . For purposes of this subsection (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Notea), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documentsmeaning given to such term in the Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Each Collateral Pool Borrower shall remain be personally liable to the Lender on a joint and several basis Fannie Mae for the repayment of a portion of the Advances Loans and other amounts due under the Loan Documents evidencing such Collateral Pool Borrower’s Loan equal to any actual loss or actual damage suffered by the Lender Fannie Mae as a result of (1i) failure of the such Borrower to pay to the Lender Fannie Mae, upon written demand after an Event of Default Default, all Rents to which the Lender Fannie Mae is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the such Borrower from tenants then in residence; (2ii) failure of the such Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the this Agreement or the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the such Borrower or any officer, director, partner, partner or member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the LenderFannie Mae; (5v) failure to apply Rents, first, comply with any and all indemnification obligations contained in Section 18 (environmental) of any Security Instrument; (vi) distribution by the Borrower of any Rents in any Calendar Quarter Master Credit Facility Agreement Jupiter EQR Credit Facility to the payment of reasonable extent that all amounts due and payable to third parties by such Borrower, including but not limited to all operating expenses expenses, capital expenditures and then to amounts (“Debt Service Amounts”) payable under the Loan Documents have not been paid in full (except that the such Borrower will not be personally liable (i) to the extent that the such Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding proceeding; (vii) the acquisition by any Borrower of any property or otherwise under operation of any business not permitted by Section 33 (single purpose) of any Security Instrument securing such Borrower’s Loan or Section 6.21 hereof; (vii) Borrower’s failure to deliver to Fannie Mae the Loan Documentsestoppel certificates and the subordination, or (ii) with respect non-disturbance and attornment agreements referred to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar QuarterSection 6.22(b); or (6viii) the dissolution or liquidation of a Borrower (x) as a result of the resignation of a person (other than a Recognized Springing Member) acting as a “springing member” of such borrower, or (y) as a result of the failure of any such springing member to be replaced upon the Borrower to pay death, incapacity or resignation of any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documentssuch springing member.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the The Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower Parties shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower any Owner of a Mortgaged Property to pay to the Lender upon written demand after an Event of Default Default, all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower Owner from tenants then in residence; (2) failure of the Borrower any Owner of a Mortgaged Property to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower Owner of a Mortgaged Property to comply in all material respects with the last paragraph of Section 13.04 13.01(d) relating to the delivery of books and records, statements, schedules and reports, if an Event of Default has occurred under Section 16.01(d) as a result of such failure; (4) fraud or written material misrepresentation by the any Borrower Party or any officer, director, partner, member or employee of the any Borrower Party in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”"DEBT SERVICE AMOUNTS") payable under the Loan Documents (except that the Borrower Party will not be personally liable (i) to the extent that the Borrower Party lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter calendar year if the Borrower Owner of the Mortgaged Property has paid all operating expenses and Debt Service Amounts for that Calendar Quartercalendar year); or (6) any Owner's failure to deposit all Gross Revenues into a Pledgee Account (as defined in the Cash Management Agreement) in accordance with the Cash Management Agreement or (7) a breach of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan DocumentsBorrower's representations set forth in Section 12.01(v).

Exceptions to Limits on Personal Liability. Upon termination of personal liability of In addition to amounts the Borrower is personally liable for pursuant to paragraph (ba) of this Section 22.01above, the Borrower (but not any general partner of Borrower [unless such general partner is a guarantor under the Guaranty]) shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents an amount equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residenceBorrower; (2) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation (at the time made) by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (54) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“"Debt Service Amounts”") payable under the Loan Documents Documents, provided that prior to such application, Rents may be commingled with other funds of Sun or its Affiliates (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (65) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or a Final Loss with respect to the NoteObligations upon the filing of a voluntary petition in a Bankruptcy proceeding by the Borrower, Sun or the IndebtednessOP or the filing of an involuntary proceeding in Bankruptcy against the Borrower, this Instrument and/or Sun or the OP or an Affiliate thereof by Borrower, Sun or the OP or an Affiliate thereof; (6) Borrower's acquisition of any property or operation of the other Loan Documentsany business not permitted by Section 33 of any Security Instrument; (7) a Transfer that is not a Permitted Transfer of Mortgaged Properties or a Permitted Transfer of Ownership Interests; or (8) any and all indemnification obligations contained in Section 18 of any Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.0111.01(b), the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under this Agreement and the other Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the any Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the applicable Security Instrument Instruments encumbering the such Mortgaged Property and the amount of all security deposits collected by the any Borrower from tenants then in residence; (2) failure of the any Borrower to apply all insurance proceeds and condemnation proceeds as required by the each Security Instrument encumbering the each Mortgaged Property; (3) failure of the any Borrower to comply in all material respects with the covenant set forth in Section 13.04 2.2(4) of the Master Reimbursement Agreement relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material Master Credit Facility Agreement Mid-America Additions misrepresentation by the any Borrower or any officer, director, partner, member or employee of the any Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rentsthe rents, profits, issues, products and income of each Mortgaged Property received or collected by or on behalf of the Borrower (the “Rents and Profits”), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Borrower Documents (as defined in the Master Reimbursement Agreement) and the Loan Documents (except that the any Borrower will not be personally liable (i) to the extent that the such Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documents, or (ii) with respect to Rents and Profits of a any Mortgaged Property that are distributed in any Calendar Quarter if the such Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the IndebtednessObligations, this Instrument Agreement and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower Parties pursuant to paragraph (b) of this Section 22.01, the Borrower Parties shall remain personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1) failure of the Borrower Parties to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower Parties from tenants then in residence; (2) failure of the Borrower Parties to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower Parties to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation by the any Borrower Party or any officer, director, partner, member or employee of the any Borrower Party in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“"Debt Service Amounts”") payable under the Loan Documents (except that the Borrower Party will not be personally liable (i) to the extent that the Borrower Party lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower Party has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); (6) the Borrower Parties' failure to deposit all Gross Revenues into a Property Account (as defined in the Cash Management Agreement) in accordance with the Cash Management Agreement; or (67) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances Term Loan and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents received by Borrower or its property manager to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written intentional material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) any and all indemnification obligations contained in Section 18 of any Security Instrument; (vi) the litigation against Camden Property Trust and Camden Builders Inc., filed by the Equal Rights Center in the United States District Count for the District of Maryland as Xxxx Xx. XXX 00 XX 0000 with respect to the Fair Housing Act and the Americans with Disabilities Act and the litigation against Camden Development, Inc. filed by Xxxxxxxx Xxxxx as a class action complaint in Los Angeles County, California alleging that late fees charged constituted unlawful penalties; (vii) a Camden Summit Bankruptcy Event, or (viii) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that the preceding Calendar Quarter); or . For purposes of this subsection (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Notea), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documentsmeaning given to such term in the Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination Borrower (but not any general partner of personal liability of Borrower unless such general partner is a guarantor under the Borrower pursuant to paragraph (bGuaranty) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents an amount equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residenceBorrower; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4iii) fraud or written material misrepresentation (at the time made) by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5iv) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents Documents, provided that prior to such application, Rents may be commingled with other funds of Sun or its Affiliates (except that the Borrower will not be personally liable (iA) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6v) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or a Final Loss with respect to the NoteObligations upon the filing of a voluntary petition in a Bankruptcy proceeding by Borrower, Sun or OP or the Indebtednessfiling of an involuntary proceeding in Bankruptcy against Borrower, this Instrument and/or Sun or OP or an Affiliate thereof by Borrower, Sun or OP or an Affiliate thereof; (vi) Borrower’s acquisition of any property or operation of the other Loan Documentsany business not permitted by Section 33 of any Security Instrument; (vii) a Transfer that is not a Permitted Transfer of Mortgaged Properties or a Permitted Transfer of Ownership Interests; or (viii) any and all indemnification obligations contained in Section 18 of any Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents received by Borrower or its property manager to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4) fraud or written intentional material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5) any and all indemnification obligations contained in Section 18 of any Security Instrument; (vi) the litigation against Camden Property Trust and Camden Builders Inc., filed by the Equal Rights Center in the United States District Count for the District of Maryland as Xxxx Xx. XXX 00 XX 0000 with respect to the Fair Housing Act and the Americans with Disabilities Act; or (vii) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i1) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii2) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that the preceding Calendar Quarter); or . For purposes of this subsection (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Notea), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documents.meaning given to such term in the Security Instrument. Master Credit Facility Agreement Camden 2008

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances Loan and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the applicable Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) waste or abandonment of a Mortgaged Property by Borrower; (vi) failure to apply RentsGross Revenue, first, to the payment of reasonable operating expenses Operating Expenses and then to amounts (“Debt Service Obligated Amounts”) payable or necessary to be paid to perform its Obligations under the Loan Documents (except that the Borrower will not be personally liable (i1) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii2) with respect to Rents Gross Revenue of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses Operating Expenses and Debt Service Obligated Amounts for that Calendar Quarter); (vii) the transfer or issuance of or failure to transfer or issue new Licenses to the Texas Limited Liability Company Borrowers pursuant to Section 8.32(b); (viii) a violation of Section 8.28(c); (ix) any damage to any Texas Mortgaged Property or any improvements located thereon as a result of (i) the exercise of any right under a Mineral Rights Conveyance that occurs on or before the Closing Date, or (6ii) failure any subsidence arising from the exercise of any rights under a Mineral Rights Conveyance; or (x) any damage to any Oklahoma Mortgaged Property or any improvements located thereon as a result of the exercise of any rights arising from a Mineral Rights Conveyance. Borrower shall also be personally liable to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to Lender for the Note, the Indebtedness, this Instrument and/or any payment of the other Loan DocumentsRelease Price pursuant to Sections 8.28, 8.31, 8.33 or 8.34.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of (1) or in any manner relating to failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents received by Borrower or its property manager to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4) fraud or written intentional material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; any and all indemnification obligations contained in Section 18 of any Security Instrument; (5vi) the litigation against Camden Property Trust and Camden Builders Inc., filed by the Equal Rights Center in the United States District Count for the District of Maryland as Xxxx Xx. XXX 00 XX 0000 with respect to the Fair Housing Act and the Americans with Disabilities Act; or (vii) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that the preceding Calendar Quarter); or . For purposes of this subsection (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Notea), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documents.meaning given to such term in the Security Instrument. Master Credit Facility Agreement Camden 2008

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Each Collateral Pool Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances Loans and other amounts due under the Loan Documents evidencing such Collateral Pool Borrower’s Loan equal to any actual loss or actual damage suffered by the Lender as a result of (1i) failure of the such Borrower to pay to the Lender Lender, upon written demand after an Event of Default Default, all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the such Borrower or IDOT Guarantor from tenants then in residence; (2ii) failure of the such Borrower or IDOT Guarantor to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or IDOT Guarantor to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the such Borrower or IDOT Guarantor or any officer, director, partner, partner or member of Borrower or employee of the Borrower IDOT Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply Rents, first, comply with any and all indemnification obligations contained in Section 18 (environmental) of any Security Instrument; (vi) distribution by the Borrower or IDOT Guarantor of any Rents in any Calendar Quarter to the payment of reasonable extent that all amounts due and payable to third parties by such Borrower or IDOT Guarantor, including but not limited to all operating expenses expenses, capital expenditures and then to amounts (“Debt Service Amounts”) payable under the Loan Documents have not been paid in full (except that the such Borrower or IDOT Guarantor will not be personally liable (i) to the extent that the such Borrower or IDOT Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding proceeding; (vii) the acquisition by any Borrower or otherwise IDOT Guarantor of any property or operation of any business not permitted by Section 33 (single purpose) of any Security Instrument securing such Borrower’s Loan; (viii) failure to obtain an estoppel and/or subordination agreement with respect to any Master Lease as required by Section 4.07(k) of this Agreement; (ix) the structuring of the Security Instruments which encumber the Mortgaged Properties subject to a Master Lease; (x) failure of such Borrower to cure the default under the Loan Documentsground lease affecting the Mortgaged Property commonly known as Oakwood Marina Del Rey (having an address of 0000 Xxx Xxxxxx, or Xxxxxx Xxx Xxx, Xxxxxxxxxx); (iixi) failure of such Borrower to cure the default under the ground lease affecting the Mortgaged Property commonly known as Archstone Marina Del Rey (having an address of 0000 Xxx Xxxxxx, Xxxxxx Xxx Xxx, Xxxxxxxxxx); (xii) failure to obtain an estoppel certificate with respect to any Mortgaged Property that is subject to a ground lease as required by Section 4.07(l); (xiii) failure to deliver a final survey for any Mortgaged Property as required by Section 4.07(c) of this Agreement; (xiv) failure to deliver any commercial lease and/or, to the extent required by Lender, delivery any tenant estoppel certificate and subordination, non-disturbance and attornment agreement with respect to any such commercial lease in accordance with Section 4.07(m); (xv) failure to deliver any consent required by Lender in accordance with Section 4.07(n) of this Agreement, including but not limited to a consent of the New York City Housing Development Corporation (“HDC”) with respect to Rents of a the Mortgaged Property commonly known as Key West, having an address of 000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the Mortgaged Property commonly known as The Westmont, having an address of 000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, satisfactory to Lender, to the effect that are distributed in any Calendar Quarter if (A) the transactions contemplated by the Borrower and its Affiliates on the date hereof have been consented to by the HDC, (B) the foreclosure by Lender under the Security Instruments relating to such Mortgaged Properties has paid all operating expenses been consented to by the HDC, and Debt Service Amounts for that Calendar Quarter)(C) transfer of such Mortgaged Properties to a “qualified transferee” reasonably acceptable to Lender in connection with a foreclosure by Lender under the Security Instruments relating to such Mortgaged Properties has been consented to by the HDC; or (6xvi) failure to comply (or any allegations of the Borrower a failure to pay any comply) with Subchapter IV of The Rental Housing Conversion and all documentary stamp taxesSale Act of 1980, intangible taxes and other taxesas amended, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan DocumentsD.C Law 3-86.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower and Guarantor shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents in an amount equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents (as defined in the Security Instrument) to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected and then held by the Borrower from tenants then in residenceresidence provided all such security deposits collected and no longer held were applied pursuant to the applicable Leases; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or Guarantor to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or Guarantor, or any officer, director, partner, member or employee of the Borrower or Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply RentsRents (including pre-paid rents), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (iA) to the extent that the Borrower or Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6vi) failure of the Borrower to pay comply with the provisions of Section 17(a) of any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on Security Instrument; or (vii) Borrower’s failure comply with respect to the Note, the Indebtedness, Licensing provisions of Section 8.07(b) of this Instrument and/or any Agreement which recourse shall terminate upon satisfaction of the other Loan Documentsprovisions of Section 8.07(b).

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis Xxxxxx Xxx for the repayment of a portion of the Advances and other amounts due under the Loan Borrower Documents equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Borrower Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; or (5v) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Borrower Documents (except that the Borrower will not be personally liable (i1) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii2) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the . Borrower shall be personally liable to pay Lender for any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Noteindemnification obligations contained in Section 18 of any Security Instrument. For purposes of this subsection (a), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documentsmeaning given to such term in the Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage (but not consequential loss or damage) suffered by the Lender as a direct result of (1) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3) failure of the Borrower to comply in all material respects with Section 13.04 relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation by the Borrower or Guarantor or any officer, director, partner, member or employee of the Borrower or Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; or (54) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“"Debt Service Amounts”") payable under the Loan Documents (except that the Borrower will not be personally liable (i) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.013.13(2), the Borrower new borrower, the OP and the Key Principal shall remain be personally liable to the Lender Xxxxxx Xxx on a joint and several basis for the repayment of a portion of the Advances and other amounts due under this Agreement and the Loan other Borrower Documents equal to any loss or damage suffered by the Lender Xxxxxx Mae as a result of (1) failure of the any Borrower to pay to the Lender Xxxxxx Xxx upon written demand after an Event of Default all Rents to which the Lender Xxxxxx Mae is entitled under Section 3(a) of the Security Instrument applicable Mortgages encumbering the such Mortgaged Property and the amount of all security deposits collected by the any Borrower from tenants then in residence; (2) failure of the any Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument each Mortgage encumbering the each Mortgaged Property; (3) failure of the any Borrower to comply in all material respects with Section 13.04 2.2(4) relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material misrepresentation by the any Borrower or any officer, director, partner, member or employee of the any Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the LenderXxxxxx Xxx; (5) failure to apply Rentsthe rents, profits, issues, products and income of each Mortgaged Property received or collected by or on behalf of the Borrower (the “Rents and Profits”), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Borrower Documents (except that the any Borrower will not be personally liable (i) to the extent that the such Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii) with respect to Rents and Profits of a any Mortgaged Property that are distributed in any Calendar Quarter if the such Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); (6) any Borrower’s failure to deposit all Gross Revenues into a Property Account (as defined in the Cash Management Agreement) in accordance with the Cash Management Agreement; or (67) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the IndebtednessObligations, this Instrument Agreement and/or any of the other Loan Borrower Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; or (5v) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i1) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii2) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or . For purposes of this subsection (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Notea), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documentsmeaning given to such term in the Security Instrument.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Each Collateral Pool Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances Loans and other amounts due under the Loan Documents evidencing such Collateral Pool Borrower’s Loan equal to any actual loss or actual damage suffered by the Lender as a result of (1i) failure of the such Borrower to pay to the Lender Lender, upon written demand after an Event of Default Default, all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the such Borrower or IDOT Guarantor from tenants then in residence; (2ii) failure of the such Borrower or IDOT Guarantor to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or IDOT Guarantor to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the such Borrower or IDOT Guarantor or any officer, director, partner, partner or member of Borrower or employee of the Borrower IDOT Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply Rents, first, comply with any and all indemnification obligations contained in Section 18 (environmental) of any Security Instrument; (vi) distribution by the Borrower or IDOT Guarantor of any Rents in any Calendar Quarter to the payment of reasonable extent that all amounts due and payable to third parties by such Borrower or IDOT Guarantor, including but not limited to all operating expenses expenses, capital expenditures and then to amounts (“Debt Service Amounts”) payable under the Loan Documents have not been paid in full (except that the such Borrower or IDOT Guarantor will not be personally liable (i) to the extent that the such Borrower or IDOT Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding proceeding; (vii) the acquisition by any Borrower or otherwise under the Loan Documents, IDOT Guarantor of any property or operation of any business not permitted by Section 33 (iisingle purpose) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Security Instrument and/or any of the other Loan Documentssecuring such Borrower’s Loan.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Each Collateral Pool Borrower shall remain be personally liable to the Lender on a joint and several basis Fannie Mae for the repayment of a portion of the Advances Loans and other amounts due under the Loan Documents evidencing such Collateral Pool Borrower’s Loan equal to any actual loss or actual damage suffered by the Lender Fannie Mae as a result of (1i) failure of the such Borrower to pay to the Lender Fannie Mae, upon written demand after an Event of Default Default, all Rents to which the Lender Fannie Mae is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the such Borrower from tenants then in residence; (2ii) failure of the such Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the such Borrower or any officer, director, partner, partner or member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the LenderFannie Mae; (5v) failure to apply Rents, first, comply with any and all indemnification obligations contained in Section 18 (environmental) of any Security Instrument; (vi) distribution by the Borrower of any Rents in any Calendar Quarter to the payment of reasonable extent that all amounts due and payable to third parties by such Borrower, including but not limited to all operating expenses expenses, capital expenditures and then to amounts (“Debt Service Amounts”) payable under the Loan Documents have not been paid in full (except that the such Borrower will not be personally liable (i) to the extent that the such Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding proceeding; (vii) the acquisition by any Borrower of any property or otherwise under operation of any business not permitted by Section 33 (single purpose) of any Security Instrument securing such Borrower’s Loan or Section 6.22 hereof; (vi) Borrower’s failure to deliver to Fannie Mae the Loan Documentsestoppel certificates and the subordination, or (ii) with respect non-disturbance and attornment agreements referred to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan DocumentsSection 6.21.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower and Guarantor shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or Guarantor to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or Guarantor, or any officer, director, partner, member or employee of the Borrower or Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; or (5v) failure to apply RentsRents (including pre-paid rents), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower or Guarantor will not be personally liable (iA) to the extent that the Borrower or Guarantor lacks the legal right to direct the disbursement of such sums because of a Colonial/ Grandbridge — Master Credit Facility Agreement bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6) failure of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or any of the other Loan Documents.

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss loss, expense, cost, liability or damage suffered by the Lender as a result of or in any manner relating to (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected held by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or any officer, director, partner, member or employee of the Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply Rents, first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower will not be personally liable (i1) to the extent that the Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (ii2) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6vi) failure waste or abandonment of the Borrower to pay any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to Mortgaged Property by the NoteBorrower. For purposes of this subsection (a), the Indebtedness, this Instrument and/or any of term “Rents” shall have the other Loan Documents.meaning given to such term in the Security Instrument. Amended and Restated Master Credit Facility Agreement EDR Credit Facility (2009 Additions)

Exceptions to Limits on Personal Liability. Upon termination of personal liability of the Borrower pursuant to paragraph (b) of this Section 22.01, the Borrower and Guarantor shall remain be personally liable to the Lender on a joint and several basis for the repayment of a portion of the Advances and other amounts due under the Loan Documents equal to any loss or damage suffered by the Lender as a result of (1i) failure of the Borrower to pay to the Lender upon written demand after an Event of Default all Rents to which the Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by the Borrower from tenants then in residence; (2ii) failure of the Borrower to apply all insurance proceeds and proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (3iii) failure of the such Borrower or Guarantor to comply in all material respects with Section 13.04 relating its obligations under the Loan Documents with respect to the delivery of books and records, records and financial statements, schedules and reports; (4iv) fraud or written material misrepresentation by the Borrower or Guarantor, or any officer, director, partner, member or employee of the Borrower or Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by the Lender; (5v) failure to apply RentsRents (including pre-paid rents), first, to the payment of reasonable operating expenses and then to amounts (“Debt Service Amounts”) payable under the Loan Documents (except that the Borrower or Guarantor will not be personally liable (iA) to the extent that the Borrower or Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding or otherwise under the Loan Documentsproceeding, or (iiB) with respect to Rents of a Mortgaged Property that are distributed in any Calendar Quarter if the Borrower has paid all operating expenses and Debt Service Amounts for that Calendar Quarter); or (6vi) Borrower’s failure of the Borrower to pay honor any and all documentary stamp taxes, intangible taxes and other taxes, impositions, fees and charges due on or with respect to the Note, the Indebtedness, this Instrument and/or indemnification obligations contained in Section 18 (environmental) of any of the other Loan DocumentsSecurity Instrument.