Common use of Liability of Borrower Clause in Contracts

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month in

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the date Lender acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with ARTICLE VI of this Mortgage pertaining to hazardous materials or the Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Section 11.06 and Section 11.07 of this Mortgage; and/or (viii) to recover actual damages arising from Borrower’s failure to comply with Section 8.01 of this Mortgage pertaining to ERISA. (b) In addition to the foregoing exceptions to exculpation in subsection (a) above, to the extent that the Lender does not require deposits for the payment of Impositions or Premiums, as contemplated in Section 2.04 hereof, the Lender may proceed against the Borrower to recover the amount of all sums which were required to be paid by the Borrower for such purposes but which Borrower has failed to pay.

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the date Lender acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with ARTICLE VI of this Mortgage pertaining to hazardous materials or the Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Section 11.06 and Section 11.07 of this Mortgage; and/or (viii) to recover actual damages arising from Borrower's failure to comply with Section 8.01 of this Mortgage pertaining to ERISA. (b) In addition to the foregoing exceptions to exculpation in subsection (a) above, to the extent that the Lender does not require deposits for the payment of Impositions or Premiums, as contemplated in Section 2.04 hereof, the Lender may proceed against the Borrower to recover the amount of all sums which were required to be paid by the Borrower for such purposes but which Borrower has failed to pay.

Liability of Borrower. (a) Upon The liabilities and obligations of Borrower under this Agreement, the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely Security Instrument and the other Loan Documents are subject to the limitations on recourse set forth in Section 12.20. The parties hereto acknowledge and agree that Exchange Borrower has acquired the Property and in its capacity as an “exchange accommodation titleholder” (within the security meaning of IRS Rev. Proc. 2000-37) to facilitate a like-kind exchange of properties under Section 1031 of the Loan Documents Internal Revenue Code of 1986, as amended (the “Exchange”) for the repayment benefit of SCCP (the “Exchanger”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 12.20 HEREOF), THE LOAN DOCUMENTS (AS DEFINED HEREIN), THE ENVIRONMENTAL INDEMNITY, ANY GUARANTY, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN RELATION TO THE EXCHANGE OR THE PROPERTY OR ANY PORTION THEREOF OR ANY LOANS RELATED THERETO, OR OTHERWISE (INCLUDING THIS AGREEMENT, THE LOAN DOCUMENTS, THE ENVIRONMENTAL INDEMNITY, ANY GUARANTY, AND THE ABOVE DOCUMENTS, INSTRUMENTS AND AGREEMENTS, EACH, A “TRANSACTION DOCUMENT”): (I) RECOURSE AS TO THE LIABILITIES OR OBLIGATIONS OF EXCHANGE BORROWER UNDER OR IN RELATION TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE LIMITED TO EXCHANGE BORROWER’S INTEREST IN THE PROPERTY (INCLUDING POLICIES OF HAZARD INSURANCE ON THE PROPERTY AND ANY PROCEEDS THEREOF AND ANY AWARD OF DAMAGES ON ACCOUNT OF CONDEMNATION FOR PUBLIC USE OF THE PROPERTY) AND NO RECOURSE SHALL BE SOUGHT AGAINST ANY OTHER ASSETS OF EXCHANGE BORROWER OR THE ASSETS OF EXCHANGE BORROWER’S MANAGERS, DIRECT OR INDIRECT MEMBERS, SHAREHOLDERS, PARTNERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (EACH, “PROTECTED PARTY”), WITH NEITHER EXCHANGE BORROWER NOR ANY PROTECTED PARTY HAVING ANY PERSONAL LIABILITY UNDER ANY TRANSACTION DOCUMENT OR OTHERWISE; (II) LENDER HEREBY WAIVES ANY RIGHT TO OBTAIN A MONEY JUDGMENT AGAINST EXCHANGE BORROWER OR ANY PROTECTED PARTY, WHETHER BY AN ACTION BROUGHT UNDER OR IN RELATION TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR AN ACTION BROUGHT FOR A DEFICIENCY JUDGMENT AGAINST EXCHANGE BORROWER OR ANY PROTECTED PARTY; (III) LENDER AGREES THAT THE EXTENT OF ANY LIABILITY OR OBLIGATION ON THE PART OF EXCHANGE BORROWER OR ANY PROTECTED PARTY WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IS AND SHALL FOR ALL PURPOSES BE -58- LIMITED TO EXCHANGE BORROWER’S INTEREST IN THE PROPERTY (INCLUDING POLICIES OF HAZARD INSURANCE ON THE PROPERTY AND ANY PROCEEDS THEREOF AND ANY AWARD OF DAMAGES ON ACCOUNT OF CONDEMNATION FOR PUBLIC USE OF THE PROPERTY), LENDER AGREEING TO LOOK SOLELY TO THE EXCHANGE BORROWER’S INTEREST IN THE PROPERTY AND SUCH INSURANCE POLICIES AND CONDEMNATION AWARDS IN SATISFACTION OF ALL LIABILITIES OR OBLIGATIONS WITH RESPECT TO EXCHANGE BORROWER; AND (IV) NEITHER THE TRANSFER OF THE PROPERTY OR ANY PORTION THEREOF FROM EXCHANGE BORROWER TO EXCHANGER IN ACCORDANCE WITH SECTION 8.5 NOR THE TRANSFER OF 100% OF THE MEMBERSHIP INTEREST IN EXCHANGE BORROWER TO EXCHANGER IN ACCORDANCE WITH SECTION 8.5 SHALL CONSTITUTE A DEFAULT OR BREACH UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IF EXCHANGER EXECUTES ANY AGREEMENTS REQUIRED BY LENDER IN CONNECTION WITH SUCH TRANSFER. The terms of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, foregoing sentence: (i) shall not apply to enforce any Leases entered into by successor(s) or assign(s) of Exchange Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity (other than as borrower or any policies of insurance; a Protected Party), and (ii) shall not affect Lender’s rights against Liable Party pursuant to recover damages for fraud, material misrepresentation, material breach of warranty the Environmental Indemnity or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inGuaranty.

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and the general partners of Borrower and/or the Liable Parties, if any, (i) to enforce any Leases leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, fraud or material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the date Lender acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with the provisions of this Mortgage pertaining to hazardous materials or the Unsecured Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of this Mortgage and any amounts expended by Lender in connection with the foreclosure of this Mortgage; (viii) to recover damages arising from Borrower’s failure to comply with the provisions of the Mortgage pertaining to ERISA; and/or (ix) to recover damages, costs and expenses arising from, or in connection with Borrower’s failure to pay any Premiums or Impositions. (b) The limitation of liability set forth in this Section 9.01 shall not apply and the Loan shall be fully recourse in the event that (a) there is a violation of Sections 10.01 or 10.02 of this Mortgage, or (b) prior to the repayment of the Aggregate Indebtedness, that Borrower commences a voluntary bankruptcy or insolvency proceeding or an involuntary bankruptcy or insolvency proceeding is commenced against Borrower and is not dismissed within 90 days of filing. In addition, this agreement shall not waive any rights which Lender would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment or other judgment, order or claim against BorrowerBorrower or any direct or indirect owner of Borrower or any partner, director, officer, trustee, shareholder, member, employee or principal of any such owner, nor any of their successors and assigns except as set forth in this Section 9.01. However, nothing contained in this section Section 9.01 shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if anyParty, (i) to enforce any Leases leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, fraud or intentional material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Net Proceeds or Insurance Proceeds or other similar funds which have not been misapplied applied in accordance with the terms of the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, by Borrower or which, under the terms of the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 thirty (30) days which have not been delivered to LenderLender upon foreclosure; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the earlier of (1) the date such Event of Default is cured by Borrower or expressly waived in writing by Lender or (2) the date Lender (or any other third party purchaser at a foreclosure sale) acquires title to the Property, which have not been applied to the Loan or in accordance with the Loan Documents, the Guaranty, and the Unsecured Indemnity Agreement, to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with the provisions of this Security Instrument pertaining to Hazardous Materials or the Unsecured Indemnity Agreement; (vii) to recover losses, damages, reasonable costs and expenses arising from, or in connection with, any misrepresentation under or breach or violation of the provisions of the Security Instrument, Guaranty or Unsecured Indemnity pertaining to ERISA; (viii) to recover damages arising from Borrower’s failure to obtain Lender’s prior written consent to any subordinate mortgage financing encumbering the Property; (ix) to recover costs and damages arising from Borrower’s failure to pay Premiums or Impositions (to the extent its cash flow is sufficient to satisfy such obligations) in the event Borrower is not required to deposit such amounts with Holder pursuant to Section 2.05 of this Security Instrument; (x) to recover damages arising from breach in any material respect of any of the representations and warranties contained in Section 2.10(c), (d) and (e) or those contained in the definition of “Special Purpose Entity” which are backward-looking representations, to the extent such breach results in a consolidation of Borrower with any of its Affiliates in a bankruptcy or other insolvency proceeding; (xi) to recover costs and damages arising from Borrower, Liable Party or any Affiliate of Liable Party voluntarily modifying the Ground Lease in violation of the Loan Documents in any material respect and in a manner adverse to Lender or Borrower but only to the extent such modification is binding on Lender; (xii) in the event that the fee owner of the Land is none of Borrower, Liable Party or any Affiliate of Liable Party (including, without limitation, any Qualifying Fee Owner Borrower Affiliate), to recover costs and damages arising from (1) Borrower, Liable Party or any Affiliate of Liable Party voluntarily terminating, cancelling or surrendering the Ground Lease or Borrower voluntarily rejecting the Ground Lease in an involuntary bankruptcy proceeding of Borrower if such surrender, termination, rejection or cancellation is effective and binding on the Lender, (2) in connection with any bankruptcy of the Ground Lessor, Borrower failing to object and diligently pursue such actions required by applicable law in such bankruptcy proceeding to object to any rejection, termination, cancellation, or surrender of the Ground Lease or (3) Lender seeking a new ground lease, enforcement of the leasehold mortgagee protections in the Ground Lease and Ground Lessor Estoppel or other litigation as the result of Lender or Servicer complying with the proviso of this subsection (xii) or subsection (C) in the paragraph immediately below in connection with a rejection in bankruptcy, cancellation, surrender or termination of the Ground Lease; provided that with respect to clauses (1) and (2) of this subsection (xii), no recourse liability shall be imposed under this subsection (xii) unless Servicer or Lender shall pursue its rights under the Ground Lease and the Ground Lessor Estoppel, including making a request for a new ground lease (provided Lender or Servicer has the right to pursue the same and is not prohibited by any applicable law or legal requirement from pursuing such rights) and the Ground Lessor does not (x) rescind such rejection, surrender, termination or cancellation of the Ground Lease or (y) enter into a new ground lease with Lender or its nominee in accordance with the terms of the Ground Lease and the Ground Lessor Estoppel; (xiii) to recover costs and damages arising from Borrower or any Affiliate of Borrower acquiring the fee interest in the Land in violation of Section 17.03 hereof; and/or (xiv) to recover costs and damages arising from Borrower, Liable Party or any Affiliate of Liable Party allowing, permitting or causing the occurrence of one of more of the following Transfers without Lender’s prior written consent having been obtained: (A) a voluntary assignment of Borrower’s interest as ground lessee in the Ground Lease, a transfer by deed or similar conveyance of any portion of the fee title to the Improvements, and/or any Transfer of any portion of Borrower’s interest in the Leases or the Rents and Profits, except, in each case, as expressly permitted under the Loan Documents (it being acknowledged and agreed, for the avoidance of doubt, that any space leases (for less than all or substantially all of the Property), any easements or utility rights granted in the ordinary course of business and for the benefit of the Property, any mechanic’s, materialmen’s or similar Lien, any Lien securing an obligation to pay Impositions, any statutory lien or any notice of pendency are not covered by this item (xiv)(A)) or (B) a Transfer of the direct or indirect interests in Borrower in violation of Section 10.01 hereof. Notwithstanding anything to the contrary contained herein, in no event shall any direct or indirect partner in Borrower have any personal liability hereunder, except in its capacity as Liable Party, but in no event shall the direct or indirect partners of Liable Party have any personal liability hereunder. The limitation of liability set forth in this Section 9.01 shall not apply and the Loan will be a recourse loan in the event that (A) Borrower commences a voluntary bankruptcy, (B) Borrower, its affiliates or any of its partners, members or other constituent entities owning direct or indirect controlling interest in Borrower, directly or indirectly participate in a collusive involuntary bankruptcy or collusive insolvency proceeding with respect to Borrower or (C) if the fee owner of the Land is Borrower, Liable Party or any Affiliate of Liable Party (including, without limitation, any Qualifying Fee Owner Borrower Affiliate), (1) Borrower, Liable Party or any Affiliate of Liable Party (including, without limitation, any Qualifying Fee Owner Borrower Affiliate) voluntarily terminates, cancels or surrenders the Ground Lease and such surrender, termination or cancellation is effective and binding on the Lender or (2) Borrower, Liable Party or any Affiliate of Liable Party (including, without limitation, any Qualifying Fee Owner Borrower Affiliate) rejects the Ground Lease in a bankruptcy proceeding; provided that with respect to clauses (1) and (2) of this subsection (C), no recourse liability shall be imposed under this subsection (C) unless Servicer or Lender shall pursue its rights under the Ground Lease and the Ground Lessor Estoppel, including making a request for a new ground lease (provided Lender or Servicer has the right to pursue the same and is not prohibited by any applicable law or legal requirement from pursuing such rights) and the Borrower and/or Affiliate of Liable Party (including, without limitation, any Qualifying Fee Owner Borrower Affiliate) does not (x) rescind such rejection, surrender, termination or cancellation of the Ground Lease or (y) enter into a new ground lease with Lender or its nominee in accordance with the terms of the Ground Lease and the Ground Lessor Estoppel.

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and the general partners of Borrower and/or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the date Lender acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection with Article VI of this Mortgage pertaining to hazardous materials or the Indemnity Agreement; (vii) to recover all amounts expended and reasonable expenses of Lender in connection with the exercise of its rights and remedies under the Loan Documents and/or the foreclosure of this Mortgage; (viii) to recover damages arising from Borrower's failure to comply with Section 8.01 of this Mortgage pertaining to ERISA; and/or (ix) to the extent Lender does not require deposits on account of Impositions and/or Premiums, to the extent that any obligations for which the Impositions or Premiums deposit was not paid by Borrower. (b) The limitation of liability set forth in this Section 9.01 shall not apply and the Loan shall be fully recourse in the event (i) of a violation of either Section 10.01 or Section 10.02 or Section 10.05 or Section 10.06 of this Mortgage, or (ii) that Borrower (A) commences a voluntary bankruptcy or insolvency proceeding or (B) an involuntary bankruptcy or insolvency proceeding is commenced against Borrower and is not dismissed within 90 days of filing or (C) that Borrower or any general partner of Borrower, or any person related to or affiliated with Borrower or any general partner in Borrower, takes any action that challenges, interferes with, or delays the exercise of Lender's rights or remedies available under the Loan Documents, at law or in equity. In addition, this agreement shall not waive any rights which Lender would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Liability of Borrower. (a) Upon The liabilities and obligations of Borrower under this Agreement, the occurrence of an Event of Default, except as provided in this Section 9.01, Lender will look solely Security Instrument and the other Loan Documents are subject to the limitations on recourse set forth in Section 12.20. The parties hereto acknowledge and agree that Exchange Borrower has acquired the Property and in its capacity as an “exchange accommodation titleholder” (within the security meaning of IRS Rev. Proc. 2000-37) to facilitate a like-kind exchange of properties under Section 1031 of the Loan Documents Internal Revenue Code of 1986, as amended (the “Exchange”) for the repayment benefit of SCCP (the “Exchanger”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 12.20 HEREOF), THE LOAN DOCUMENTS (AS DEFINED HEREIN), THE ENVIRONMENTAL INDEMNITY, ANY GUARANTY, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN RELATION TO THE EXCHANGE OR THE PROPERTY OR ANY PORTION THEREOF OR ANY LOANS RELATED THERETO, OR OTHERWISE (INCLUDING THIS AGREEMENT, THE LOAN DOCUMENTS, THE ENVIRONMENTAL INDEMNITY, ANY GUARANTY, AND THE ABOVE DOCUMENTS, INSTRUMENTS AND AGREEMENTS, EACH, A “TRANSACTION DOCUMENT”): (I) RECOURSE AS TO THE LIABILITIES OR OBLIGATIONS OF EXCHANGE BORROWER UNDER OR IN RELATION TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE LIMITED TO EXCHANGE BORROWER’S INTEREST IN THE PROPERTY (INCLUDING POLICIES OF HAZARD INSURANCE ON THE PROPERTY AND ANY PROCEEDS THEREOF AND ANY AWARD OF DAMAGES ON ACCOUNT OF CONDEMNATION FOR PUBLIC USE OF THE PROPERTY) AND NO RECOURSE SHALL BE SOUGHT AGAINST ANY OTHER ASSETS OF EXCHANGE BORROWER OR THE ASSETS OF EXCHANGE BORROWER’S MANAGERS, DIRECT OR INDIRECT MEMBERS, SHAREHOLDERS, PARTNERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (EACH, “PROTECTED PARTY”), WITH NEITHER EXCHANGE BORROWER NOR ANY PROTECTED PARTY HAVING ANY PERSONAL LIABILITY UNDER ANY TRANSACTION DOCUMENT OR OTHERWISE; (II) LENDER HEREBY WAIVES ANY RIGHT TO OBTAIN A MONEY JUDGMENT AGAINST EXCHANGE BORROWER OR ANY PROTECTED PARTY, WHETHER BY AN ACTION BROUGHT UNDER OR IN RELATION TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR AN ACTION BROUGHT FOR A DEFICIENCY JUDGMENT AGAINST EXCHANGE BORROWER OR ANY PROTECTED PARTY; (III) LENDER AGREES THAT THE EXTENT OF ANY LIABILITY OR OBLIGATION ON THE PART OF EXCHANGE BORROWER OR ANY PROTECTED PARTY WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IS AND SHALL FOR ALL PURPOSES BE LIMITED TO EXCHANGE BORROWER’S INTEREST IN THE PROPERTY (INCLUDING POLICIES OF HAZARD INSURANCE ON THE PROPERTY AND ANY PROCEEDS THEREOF AND ANY AWARD OF DAMAGES ON ACCOUNT OF CONDEMNATION FOR PUBLIC USE OF THE PROPERTY), LENDER AGREEING TO LOOK SOLELY TO THE EXCHANGE BORROWER’S INTEREST IN THE PROPERTY AND SUCH INSURANCE POLICIES AND CONDEMNATION AWARDS IN SATISFACTION OF ALL LIABILITIES OR OBLIGATIONS WITH RESPECT TO EXCHANGE BORROWER; AND (IV) NEITHER THE TRANSFER OF THE PROPERTY OR ANY PORTION THEREOF FROM EXCHANGE BORROWER TO EXCHANGER IN ACCORDANCE WITH SECTION 8.5 NOR THE TRANSFER OF 100% OF THE MEMBERSHIP INTEREST IN EXCHANGE BORROWER TO EXCHANGER IN ACCORDANCE WITH SECTION 8.5 SHALL CONSTITUTE A DEFAULT OR BREACH UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IF EXCHANGER EXECUTES ANY AGREEMENTS REQUIRED BY LENDER IN CONNECTION WITH SUCH TRANSFER. The terms of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Lender to proceed against Borrower and/or the Liable Parties, if any, foregoing sentence: (i) shall not apply to enforce any Leases entered into by successor(s) or assign(s) of Exchange Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity (other than as borrower or any policies of insurance; a Protected Party), and (ii) shall not affect Lender’s rights against Liable Party pursuant to recover damages for fraud, material misrepresentation, material breach of warranty the Environmental Indemnity or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; (iv) following an Event of Default, to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Lender; (v) to recover Rents and Profits received by Borrower after the first day of the month inGuaranty.

Liability of Borrower. (a) Upon the occurrence of an Event of Default, except as provided in this Section 9.0111, Lender Holder will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section Section 11 shall limit the rights of Lender Holder to proceed against Borrower, the general partner of Borrower and/or the Liable PartiesParty, if any, (i) to enforce any Leases leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurance; , (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to LenderHolder; (iv) following an Event of Default, to recover any unapplied tenant security deposits, tenant letters of credit or other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to LenderHolder; (v) to recover Rents and Profits received by Borrower after the first day of the month inin which an Event of Default occurs and prior to the date Holder acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses payable by Borrower pursuant to the provisions of this Deed of Trust pertaining to Hazardous Materials or payable by Borrower or the Liable Party pursuant to the Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of the Deed of Trust; (viii) to recover any amount expended by Holder in connection with the foreclosure of the Deed of Trust where the Borrower or the Liable Party (and anyone on their behalf) have hindered or delayed Holder's exercise of its rights; and/or (ix) to recover damages arising from Borrower's failure to comply with the provisions of the Deed of Trust pertaining to ERISA. WASHINGTON SQUARE NOTE Law Offices HOLLAND & KNIGHT LLP

Liability of Borrower. (a) Upon Notwithstanding anything to the occurrence contrary contained in this Agreement or in any of an Event the other Loan Documents, but without in any manner releasing, impairing or otherwise affecting this Agreement or any of Defaultthe other Loan Documents, or the validity hereof or thereof, or the lien of the Security Deed, except as provided expressly set forth in this Section 9.016.11, Lender will look solely to the Property liability of Borrower and the security under general partners of Borrower, if any, with respect to this Agreement and the other Loan Documents for the repayment shall be limited to and satisfied out of the Loan and will not enforce a deficiency judgment against BorrowerProperty. HoweverNotwithstanding any of the foregoing, nothing contained in this section Section 6.11 shall limit be deemed to prejudice the rights of Lender to proceed (i) recover damages against Borrower and/or and the Liable Partiesgeneral partners of Borrower, if any, (ifor fraud, willful misrepresentation or willful waste committed by Borrower, its general partner(s) to enforce any Leases entered into by Borrower or its affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of insurancetheir officers or employees; and/or (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or intentional waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds or payments attributable to the Property, which may have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Lender; and/or (iviii) following an Event of Default, to recover any tenant security deposits, tenant letters of credit prepaid rents or other deposits or fees similar sums paid to or held by Borrower or any Other entity or person on behalf of Borrower in connection with the Property; and/or (iv) recover the Rents and Profits under this clause (iv) accruing from and after the occurrence of default (provided that are part with respect to a default under Section 2.01(b), (d) or (e) of the collateral for the Loan or prepaid rents for a period Security Deed, notice of more than 30 days such default shall have been given to Borrower), which have not been delivered applied to Lenderpay any portion of the indebtedness evidenced by the Note, operating and maintenance expenses of the Property, Premiums, Impositions, deposits into a reserve for replacement or other sums required by the Loan Documents, provided, however, that the personal liability of Borrower with respect to such Rents and Profits under this clause (iv) shall be eliminated with respect to such default upon the curing of such default within any applicable grace period under the Loan Documents or upon the curing of such default after the expiration of such grace period if Lender elects to accept such cure (it being acknowledged by Borrower that Lender has no obligation to accept any such cure after the expiration of a grace period); and/or (v) to recover Rents damages against Borrower and/or the general partners of Borrower, if any, arising from, or in connection with, the covenants, obligations, liabilities, warranties and Profits received by Borrower after the first day representations contained in Section 3.08 of the month inSecurity Deed and/or the terms, covenants and provisions of the Unsecured Indemnity Agreement; and/or (vi) except to the extent Lender actually received proceeds therefor under its lender's title policy, recover from Borrower and/or the general partners of Borrower, if any, the entire