Common use of Limitation on Construction Agent's Recourse Liability Clause in Contracts

Limitation on Construction Agent's Recourse Liability. Notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, with respect to any Property described in Section 5.1(b), 5.1(d) or 5.1(e) (other than as a result of the Construction Agent's fraudulent or illegal acts or fraudulent or illegal omissions or willful misconduct), the aggregate maximum recourse liability of the Construction Agent to the Agent Certificate Holders or any Person claiming by, through or under the Agent Certificate Holders under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount for the applicable Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreement. The Construction Agent nonetheless acknowledges and agrees that the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) shall be entitled to recover from the applicable Property (including through any reletting and/or sale of such Property or any portion thereof) the entire outstanding Property Cost of such Property, all accrued and unpaid interest, Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent incurred in connection with such Property (including without limitation, any costs incurred in connection with the construction of the Improvements and/or any reletting or sale of such Property or any portion thereof) from and after the date of such return.

Limitation on Construction Agent's Recourse Liability. Notwithstanding Subject to the last sentence of this Section 5.4 and the last sentence of Section 3.2, notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e) (other than as a result an Event of Default under paragraph (i), (j) or (k) of Article XII of the Construction Agent's fraudulent Lease) or illegal acts or fraudulent or illegal omissions or willful misconduct5.1(e), the aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount Failure Payment for the applicable such Leased Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreement. The Construction Agent nonetheless acknowledges and agrees that (i) the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Leased Property (including through any reletting and/or sale of such Leased Property or any portion thereof) the entire outstanding Property Cost Permitted Lease Balance of such PropertyLeased Property (and, to the extent sales proceeds exceed the Permitted Lease Balance, amounts in excess of the Permitted Lease Balance as provided in Section 5.3(a) and (b) and Section 5.7(g)), all accrued and unpaid interest, accrued Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such Leased Property (including without limitation, any costs incurred in connection with the construction of the Improvements Building(s) and other improvements and/or any reletting or sale of such Leased Property or any portion thereof) from and after the date of such returnreturn and (ii) the foregoing recourse limitations are exclusive of any amounts due and owing under Article III hereof. If a Construction Agency Event of Default occurs due to the fraud, misapplication of funds, illegal acts or willful misconduct on the part of the Construction Agent or any event described in paragraph (i), (j) or (k) of Article XII of the Lease, the Construction Agent shall be obligated to pay the Permitted Lease Balance as set forth herein.

Limitation on Construction Agent's Recourse Liability. Notwithstanding Subject to the last sentence of this Section 5.4, notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e) (other than as a result Lease Event of Default under paragraph (f) of Article XII of the Construction Agent's fraudulent Lease, unless such event constitutes a Limited Event of Default pursuant to clause (ii) of the definition thereof) or illegal acts or fraudulent or illegal omissions or willful misconduct5.1(e), the aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount Failure Payment for the applicable such Leased Property; provided, however, provided that the foregoing shall not limit if such Construction Agency Event of Default results solely from a Construction Force Majeure Event or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 from an Event of Default pursuant to paragraph (1) of Article XII of the Participation Agreement Lease but no person or group of persons controls more than 50% of the common stock of Concord or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 voting power of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and providedConcord, further, that then the Construction Agent shall fully indemnify have no obligation to pay the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment Construction Failure Payment with respect to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreementrelated Leased Property. The Construction Agent nonetheless acknowledges and agrees that (i) the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Leased Property (including through any reletting and/or sale of such Leased Property or any portion thereof) the entire outstanding Property Cost Lease Balance (and, to the extent sales proceeds exceed the Lease Balance, amounts in excess of such Propertythe Lease Balance as provided in Section 5.3(a) and (b)), all accrued and unpaid interest, accrued Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such Leased Property (including without limitation, any costs incurred in connection with the construction of the Improvements Building(s) and other improvements and/or any reletting or sale of such Leased Property or any portion thereof) from and after the date of such returnreturn and (ii) the foregoing recourse limitations are exclusive of any amounts due and owing under Article III hereof. If a Construction Agency Event of Default occurs due to the fraud, misapplication of funds, illegal acts or wilful misconduct on the part of the Construction Agent or any event described in paragraph (f) of Article XII of the Lease, the Construction Agent shall be obligated to pay the Lease Balance as set forth herein.

Limitation on Construction Agent's Recourse Liability. Notwithstanding Subject to the last sentence of this Section 5.4, notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e) (other than as a result Lease Event of Default under paragraph (f) of Article XII of the Construction Agent's fraudulent Lease, unless such event constitutes a Limited Event of Default pursuant to clause (ii) of the definition thereof) or illegal acts or fraudulent or illegal omissions or willful misconduct5.1(e), the aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount Failure Payment for the applicable such Leased Property; provided, howeverprovided that if such Construction Agency Event of Default results solely from a Construction Force Majeure Event, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that then the Construction Agent shall fully indemnify have no obligation to pay the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment Construction Failure Payment with respect to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreementrelated Leased Property. The Construction Agent nonetheless acknowledges and agrees that (i) the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Leased Property (including through any reletting and/or sale of such Leased Property or any portion thereof) the entire outstanding Property Cost Lease Balance (and, to the extent sales proceeds exceed the Lease Balance, amounts in excess of such Propertythe Lease Balance as provided in Section 5.3(a) and (b)), all accrued and unpaid interest, accrued Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such Leased Property (including without limitation, any costs incurred in connection with the construction of the Improvements Building(s) and other improvements and/or any reletting or sale of such Leased Property or any portion thereof) from and after the date of such returnreturn and (ii) the foregoing recourse limitations are exclusive of any amounts due and owing under Article III hereof. If a Construction Agency Event of Default occurs due to the fraud, misapplication of funds, illegal acts or wilful misconduct on the part of the Construction Agent or any event described in paragraph (f) of Article XII of the Lease, the Construction Agent shall be obligated to pay the Lease Balance as set forth herein.

Limitation on Construction Agent's Recourse Liability. Notwithstanding Subject to the ----------------------------------------------------- last sentence of this Section 5.4, notwithstanding anything contained herein or ----------- in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e) (other than as a result Lease -------------- ------ ------ Event of Default under paragraph (g) of Article XII of the Construction Agent's fraudulent Lease) or illegal acts or fraudulent or illegal omissions or willful misconduct5.1(e), the ------ aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount Failure Payment for the applicable such Leased Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreement. The Construction Agent nonetheless acknowledges and agrees that (i) the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Leased Property (including through any reletting and/or sale of such Leased Property or any portion thereof) the entire outstanding Property Cost Permitted Lease Balance of such PropertyLeased Property (and, to the extent sales proceeds exceed the Permitted Lease Balance, amounts in excess of the Permitted Lease Balance as provided in Section 5.3(a) and (b) and Section 5.7 (g)), all accrued and unpaid -------------- --- ---------------- interest, accrued Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such Leased Property (including without limitation, any costs incurred in connection with the construction of the Improvements Building(s) and other improvements and/or any reletting or sale of such Leased Property or any portion thereof) from and after the date of such returnreturn and (ii) the foregoing recourse limitations shall not affect the Construction Agent's obligations pursuant to Section 3.3. If a Construction Agency Event of Default occurs due to the fraud, ----------- misapplication of funds, illegal acts or wilful misconduct on the part of the Construction Agent or any event described in paragraph (g) of Article XII of the Lease, the Construction Agent shall be obligated to pay the Permitted Lease Balance as set forth herein.

Limitation on Construction Agent's Recourse Liability. Notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any the Property described in Section 5.1(bclause (b), 5.1(dclause (d) or 5.1(eclause (e) of Section 5.1 (other than as a result of the Construction Agent's fraudulent or illegal acts or fraudulent or illegal omissions or willful misconduct), so long as the Construction Agent and Lessee relinquishes all of its interest in the applicable Property and conveys possession thereof to the Lessor or its designee free and clear of all Liens (other than Lessor Liens and Permitted Liens of the type described in clause (a) of the definition thereof in Appendix A) and in compliance with all Hazardous Materials Laws, accompanied by an affidavit to each Participant to such effect and appropriate statements of termination, the aggregate maximum recourse liability of the Construction Agent with respect to such Property to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitationspecifically, the ParticipantsLenders, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount for the applicable Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency AgreementPeriod Guarantee Amount. The Construction Agent nonetheless acknowledges and agrees that the Agent Certificate Holders Lessor (and Persons claiming by, through or under the Agent Certificate HoldersLessor) shall be entitled to recover from the applicable Property (including through any reletting and/or sale of such Property or any portion thereof) the entire outstanding Property Cost of such Property, all accrued and unpaid interest, Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent Lessor or any other Person under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants Lessor and the Administrative Collateral Agent incurred in connection with such Property (including without limitation, any costs incurred in connection with the construction of the Improvements and/or any reletting or sale of such Property or any portion thereof) from and after the date of such return.

Limitation on Construction Agent's Recourse Liability. Notwithstanding Subject to the last sentence of this Section 5.4 and the last sentence of Section 3.2, notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e) (other than as a result an Event of Default under paragraph (f) or (g) of Article XII of the Construction Agent's fraudulent Lease) or illegal acts or fraudulent or illegal omissions or willful misconduct5.1(e), the aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount Failure Payment for the applicable such Leased Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreement. The Construction Agent nonetheless acknowledges and agrees that (i) the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Leased Property (including through any reletting and/or sale of such Leased Property or any portion thereof) the entire outstanding Property Cost Permitted Lease Balance of such PropertyLeased Property (and, to the extent sales proceeds exceed the Permitted Lease Balance, amounts in excess of the Permitted Lease Balance as provided in Section 5.3(a) and (b) and Section 5.7(g)), all accrued and unpaid interest, accrued Yield and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such Leased Property (including without limitation, any costs incurred in connection with the construction of the Improvements Building(s) and other improvements and/or any reletting or sale of such Leased Property or any portion thereof) from and after the date of such returnreturn and (ii) the foregoing recourse limitations are exclusive of any amounts due and owing under Article III hereof. If a Construction Agency Event of Default occurs due to the fraud, misapplication of funds, illegal acts or wilful misconduct on the part of the Construction Agent or any event described in paragraph (f) or (g) of Article XII of the Lease, the Construction Agent shall be obligated to pay the Permitted Lease Balance as set forth herein.

Limitation on Construction Agent's Recourse Liability. (a) --------------------------------------------------------- Notwithstanding anything contained herein or in any other Operative Document Agreement to the contrary, upon the occurrence and during the continuance of a Construction if (i) an Agency Agreement Event of Default, including any Lease Event of Default, with respect to any Property Default described in Section 5.1(b), ) or 5.1(d) or 5.1(e) (other than as a result the occurrence of which is not Within the Construction Agent's fraudulent Control and does not constitute, and is not the result of, a Fully Indemnifiable Event (a "Construction Risk Event") and (ii) no other Event of Default has ----------------------- occurred and is continuing (x) the occurrence of which is Within the Construction Agent's Control, or illegal acts (y)which does not constitute, and is not the result of, a Fully Indemnifiable Event, then so long as the Construction Agent relinquishes all of its interest in the Property and conveys possession thereof to the Lessor or fraudulent or illegal omissions or willful misconductits designee in compliance with all Environmental Laws and the requirements of Section 10.1 and 10.2 of the Lease (other than any such requirement which requires completion of the Improvements), accompanied by an affidavit to the Lessor to such effect and appropriate statements of termination, the aggregate maximum recourse liability of the Construction Agent with respect to such default to the Agent Certificate Holders Lessor or any Person claiming by, through or under the Agent Certificate Holders Lessor under the Operative DocumentsAgreements, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount for the applicable Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency AgreementNon-Completion Amount. The Construction Agent nonetheless acknowledges and agrees that that, subject to the Agent Certificate Holders provisions of Section 13.8(b) of the Participation Agreement, (and Persons claiming by, through or under i) the Agent Certificate Holders) Lessor shall be entitled to recover from the applicable Property (including through any reletting and/or sale of such the Property or any portion thereof) the entire outstanding Property Cost funded amount of the SPC Loans and Investor Contributions at the time of such PropertyAgency Agreement Event of Default, along with all accrued and unpaid interestinterest on the outstanding amount of the SPC Loans, Yield yield on the outstanding Investor Contributions and other amounts then due and owing to the Agent Certificate Holders, any other Participant, the Administrative Agent or any other Person Lessor under the Operative Documents Agreements and all other costs and expenses of the Agent Certificate Holders, the other Participants and the Administrative Agent Lessor incurred in connection with such the Property (including without limitation, any costs incurred in connection with the construction of the Improvements and/or any reletting or sale of such Property or any portion thereof) from and after the date of such return, and (ii) the foregoing recourse limitations are exclusive of any amounts due and owing under Section 12 of the Participation Agreement.