Common use of Limitation on Personal Liability Clause in Contracts

Limitation on Personal Liability. Except as hereinafter provided, Lender's sole recourse shall be to the Collateral and Lender shall not enforce any deficiency judgment or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained in any Loan Document (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower (hereinafter together with Borrower collectively referred to as the "Exculpated Parties"); provided, however, that nothing contained herein or in any Loan Document shall: (a) limit Lender's rights and remedies against the Guarantor under the Guaranty; (b) limit the enforceability of any lien, security interest or other right or remedy of Lender against any Collateral consistent with nonrecourse liability as provided in this Section 7.13, including, without limitation, the right to name any Exculpated Party in any proceeding for enforcement thereof; or (c) relieve the Exculpated Parties from personal liability or responsibility for: (i) any casualty or rental insurance proceeds or condemnation awards received by any of the Exculpated Parties in respect of the Project and not turned over to Lender or used for restoration or repair of the Project; (ii) any rents and other income from the Project received by any of the Exculpated Parties after an Event of Default under the Loan Documents and not otherwise applied to the expenses of operating and maintaining the Project or to the Indebtedness evidenced by the Loan Documents; (iii) any fraud or intentional misrepresentation by any of the Exculpated Parties in connection with the Project, the Loan Documents, or any other aspect of the Loan; or (iv) any default under the Hazardous Substances Remediation and Indemnification Agreement, unless prior to the expiration of any cure period relating to such default: (x) such default shall have been duly and completely cured, and (y) any claims by any party arising out of or relating to such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waived.

Limitation on Personal Liability. (a) Except as hereinafter providedexpressly set forth in paragraph 18(b) below, Lender's sole the recourse shall be of Assignee with respect to the Collateral and Lender shall not enforce any deficiency judgment obligations evidenced by the Note or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained set forth in any Loan Document shall be solely to any and all security therefor (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower (hereinafter together with Borrower collectively referred to as the "Exculpated PartiesCollateral"); provided) and, howeveraccordingly, that nothing except as expressly set forth in Paragraph 18(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other than the Collateral. (b) Notwithstanding anything to the contrary contained herein in this Assignment or in any Loan Document shall: (a) limit Lender's rights and remedies against the Guarantor under the Guaranty; (b) limit the enforceability of any lienDocument, security interest or other right or remedy of Lender against any Collateral consistent with nonrecourse liability as provided in this Section 7.13, including, without limitation, the right to name any Exculpated Party nothing shall be deemed in any proceeding for enforcement thereof; or (c) relieve way to impair, limit or prejudice the Exculpated Parties from personal liability or responsibility forrights of Assignee: (i) in foreclosure proceedings or in any casualty ancillary proceedings brought to facilitate Assignee's foreclosure on the Collateral or rental insurance proceeds or condemnation awards received by any of the Exculpated Parties in respect of the Project and not turned over to Lender or used for restoration or repair of the Projectportion thereof; (ii) any rents and other income to recover from the Project received Assignor damages or costs (including without limitation reasonable attorneys' fees) incurred by any Assignee as a result of intentional waste of the Exculpated Parties after an Event of Default under the Loan Documents and not otherwise applied to the expenses of operating and maintaining the Project or to the Indebtedness evidenced Collateral by the Loan DocumentsAssignor; (iii) to recover from Assignor any condemnation or insurance proceeds attributable to the Collateral received by Assignor which were not paid to Assignee or used to restore the Collateral in accordance with the terms of the Deed of Trust; (iv) to recover from Assignor any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Collateral collected by or for Assignor following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Collateral, including payments of the Loan; (v) to recover from Assignor any loss or damage suffered by Assignee by reason of the Collateral being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Assignor fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Assignee; (vi) to exercise any other specific rights or remedies afforded Assignee under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Assignee to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Assignor may have personal liability under a provision of this Section 18(b) other than this clause 18(b) (vi); (vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Assignee; (viii) to pursue any personal liability of Assignor under the Remediation and Indemnification Agreement (as defined in the Deed of Trust); (ix) to recover from Assignor damages or costs incurred by Assignee as a result of any breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Assignor demonstrates to the sole satisfaction of Assignee that such sale, conveyance, assignment or transfer shall have been unintentional, Assignor shall have thirty (30) days following written notice from Assignee to unwind or reverse the sale, conveyance, assignment or transfer); and (x) to recover from maker damages or costs incurred by Assignee as a result of any actionable fraud or intentional misrepresentation by any of the Exculpated Parties Assignor in connection with the ProjectCollateral, the Loan DocumentsDocuments or the Loan. (c) The agreement contained in this Paragraph 18 to limit the personal liability of Assignor shall become null and void and of no further force or effect in the event that the Collateral or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Assignor shall be personally liable for repayment but only to the extent of the dollar amount that Assignor is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 18 (b) and (c) of this Assignment unless recourse liability actually occurs under said voluntary lien); (d) Notwithstanding anything to the contrary contained herein, Xxxxxxxx's recourse shall be limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp."), Income Partners- XII, an Illinois limited partnership, Income Associates-XII, an Illinois limited partnership, Income Associates-XIII, an Illinois general partnership, JMB Properties-XIII, Inc., an Illinois corporation, or any other aspect of the Loan; or (iv) person or entity which is now or hereafter a partner in JMB Income Properties, Ltd.-XII or JMB Income Properties, Ltd.-XIII, or any default under the Hazardous Substances Remediation and Indemnification Agreementofficer, unless prior to the expiration employee or director of any cure period relating to such default: (x) such default shall of them, have been duly and completely cured, and (y) any claims by any party arising out of or relating to such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waived.any

Limitation on Personal Liability. Except as hereinafter provided, Lender's sole recourse shall be in the event of Loan Acceleration due to an event of default described in paragraph 6 of the Collateral and Lender Note, Mortgagee shall not enforce any deficiency judgment against Mortgagor or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained in any Loan Document (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower general partners of Mortgagor (hereinafter together with Borrower collectively referred to singularly or collectively as the "Exculpated Parties")) with respect to any and all obligations secured by this Mortgage in excess of the amount realized upon foreclosure against (or sale, pursuant to power of sale, of) any and all Property therefor; provided, however, that nothing contained herein or in any Loan Document shall: (a) limit LenderMortgagee's other rights and remedies against the Guarantor under the GuarantyExculpated Parties hereunder or thereunder, either at law or in equity; (b) limit the enforceability of of, or Mortgagee's recourse under, any liencertificate, security interest indemnity, guaranty, master lease or other right or remedy of Lender against any Collateral consistent similar instrument furnished in connection with nonrecourse liability as provided in this Section 7.13, the Loan (including, without limitation, the right to name any Exculpated Party in any proceeding for enforcement thereofHazardous Substances Agreement, the ERISA Agreement, the Certificate of Representation and Warranties, and the brokerage indemnity); or (c) relieve the Exculpated Parties from personal liability or responsibility for: (i) waste with respect to the Property; (ii) any casualty security deposits of tenants (i) not turned over to Mortgagee upon foreclosure, sale (pursuant to power of sale), or rental conveyance in lieu thereof or (ii) not turned over to a receiver or trustee for the Property after appointment thereof; (iii) any insurance proceeds or condemnation awards received by any of the Exculpated Parties in respect of the Project and not turned over to Lender or Mortgagee nor used for restoration or repair of in compliance with the ProjectLoan Documents; (iiiv) the greater of the amounts set forth below in 7.29(c)(iv)(1) and (2), if any of the Exculpated Parties executes an amendment or termination of any lease at the Property (other than a lease with a Major Tenant which is addressed in subsection 7.29(E) below) without Mortgagee's prior written consent, if such consent is required under the Loan Documents: (1) the present value (calculated at the Discount Rate) of the aggregate total dollar amount (if any) by which (A) rental income and/or other tenant obligations prior to the amendment of such lease exceeds (B) rental income and/or other tenant obligations after the amendment of such lease; or (2) any termination fee or other consideration paid; (v) any rents and other income from the Project Property received by any of the Exculpated Parties after an Event of Default a default under the Loan Documents and not otherwise applied to the current (not deferred) fixed and operating expenses of operating and maintaining the Project Property or to the Indebtedness evidenced by under the Loan DocumentsNote; provided, however, the Exculpated Parties shall be personally liable for any such amounts paid as management, maintenance, repair or janitorial fees, costs, expenses or any other charges to any of the Exculpated Parties or to a person or entity related to or affiliated with any of the Exculpated Parties; (iiivi) any assessments and taxes (accrued and/or payable) with respect to the Property; (vii) any sums expended by Mortgagee in fulfilling the obligations of Mortgagor, as lessor, under any Leases of the Property; (viii) any sums expended by Mortgagee, after taking title to or possession of the Property, to cure any pre-existing defaults of Mortgagor, as lessor, under any Leases of the Property; or (ix) all legal fees, including allocated cost of Mortgagee's staff attorneys, and other expenses incurred by Mortgagee in enforcing the Loan Documents if Mortgagor contests, delays, or otherwise hinders or opposes (including, without limitation, the filing of a bankruptcy) any of Mortgagee enforcement actions. Notwithstanding the foregoing, this agreement by Mortgagee not to pursue recourse liability SHALL BECOME NULL AND VOID and shall be of no further force and effect in the event: (A) that there shall be any breach or violation of the Due on Sale or Encumbrance section of this Mortgage; or (B) of any fraud or intentional material misrepresentation by any of the Exculpated Parties in connection with the ProjectProperty, the Loan Documents, the Loan Application, or any other aspect of the Loan; or (ivC) that the Premises or any default part thereof shall become an asset in (i) an involuntary bankruptcy or insolvency proceeding, filed by a Person other than Mortgagee, which is not dismissed within ninety (90) days of filing, or (ii) a voluntary bankruptcy or insolvency proceeding; or (D) that any of the Exculpated Parties executes an amendment or termination of any lease with a Major Tenant assigned to Mortgagee under the Hazardous Substances Remediation and Indemnification AgreementLoan Documents, unless without the prior to written consent of Mortgagee, if such consent is required under the expiration of any cure period relating to such default: (x) such default shall have been duly and completely cured, and (y) any claims by any party arising out of or relating to such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waivedLoan Documents.

Limitation on Personal Liability. (a) Except as hereinafter providedexpressly set forth in paragraph 18(b) below, Lender's sole the recourse shall be of Assignee with respect to the Collateral and Lender shall not enforce any deficiency judgment obligations evidenced by the Note or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained set forth in any Loan Document shall be solely to any and all security therefor (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower (hereinafter together with Borrower collectively referred to as the "Exculpated PartiesCollateral"); provided) and, howeveraccordingly, that nothing except as expressly set forth in Paragraph 18(b) below, the obligations evidenced by the Note or set forth in the Loan Documents are non-recourse to anything other than the Collateral. (b) Notwithstanding anything to the contrary contained herein in this Assignment or in any Loan Document shall: (a) limit Lender's rights and remedies against the Guarantor under the Guaranty; (b) limit the enforceability of any lienDocument, security interest or other right or remedy of Lender against any Collateral consistent with nonrecourse liability as provided in this Section 7.13, including, without limitation, the right to name any Exculpated Party nothing shall be deemed in any proceeding for enforcement thereof; or (c) relieve way to impair, limit or prejudice the Exculpated Parties from personal liability or responsibility forrights of Assignee: (i) in foreclosure proceedings or in any casualty ancillary proceedings brought to facilitate Assignee's foreclosure on the Collateral or rental insurance proceeds or condemnation awards received by any of the Exculpated Parties in respect of the Project and not turned over to Lender or used for restoration or repair of the Projectportion thereof; (ii) any rents and other income to recover from the Project received Assignor damages or costs (including without limitation reasonable attorneys' fees) incurred by any Assignee as a result of intentional waste of the Exculpated Parties after an Event of Default under the Loan Documents and not otherwise applied to the expenses of operating and maintaining the Project or to the Indebtedness evidenced Collateral by the Loan DocumentsAssignor; (iii) to recover from Assignor any condemnation or insurance proceeds attributable to the Collateral received by Assignor which were not paid to Assignee or used to restore the Collateral in accordance with the terms of the Deed of Trust; (iv) to recover from Assignor any rents, profits, security deposits, advances, rebates, prepaid rents or other similar sums attributable to the Collateral collected by or for Assignor following an Event of Default and not properly applied to the reasonable fixed and operating expenses and other proper expenses of ownership of the Collateral, including payments of the Loan; (v) to recover from Assignor any loss or damage suffered by Assignee by reason of the Collateral being transferred in violation of Section 38.9 of the Deed of Trust and such transfer results in the Loan being a non-exempt prohibited transaction under ERISA; and in such case, Assignor fails to unwind or reverse the sale, conveyance, assignment, disposition or transfer within thirty (30) days following written notice from Assignee; (vi) to exercise any other specific rights or remedies afforded Assignee under any provisions of the Loan Documents or at law or in equity provided that this clause (vi) shall not permit Assignee to pursue any action for a deficiency after a foreclosure or seek any other recovery based on personal liability except to the extent that Assignor may have personal liability under a provision of this Section 18(b) other than this clause 18(b) (vi); (vii) to recover under that certain Guaranty of Payment dated October 29, 1987, executed by Encino Plaza in favor of Assignee; (viii) to pursue any personal liability of Assignor under the Remediation and Indemnification Agreement (as defined in the Deed of Trust); (ix) to recover from Assignor damages or costs incurred by Assignee as a result of any breach or violation of paragraph 27 of the Deed of Trust (provided that in a case where Assignor demonstrates to the sole satisfaction of Assignee that such sale, conveyance, assignment or transfer shall have been unintentional, Assignor shall have thirty (30) days following written notice from Assignee to unwind or reverse the sale, conveyance, assignment or transfer); and (x) to recover from maker damages or costs incurred by Assignee as a result of any actionable fraud or intentional misrepresentation by any of the Exculpated Parties Assignor in connection with the ProjectCollateral, the Loan Documents or the Loan. (c) The agreement contained in this Paragraph 18 to limit the personal liability of Assignor shall become null and void and of no further force or effect in the event that the Collateral or any part thereof or any interest therein shall be further encumbered by a voluntary lien securing any obligation upon which Assignor shall be personally liable for repayment but only to the extent of the dollar amount that Assignor is personally liable with respect to the additional encumbrance (provided, however, a letter of credit given to such subordinate mortgagee as additional collateral shall not cause the obligation secured thereby to be deemed recourse and provided further that this clause (c) shall not apply to liability which is recourse only under one or more conditions substantially similar to Section 18 (b) and (c) of this Assignment unless recourse liability actually occurs under said voluntary lien); (d) Notwithstanding anything to the contrary contained herein, Assignee's recourse xxxxx xe limited to the assets owned by Encino Plaza, JMB Income Properties, Ltd. - XII, an Illinois limited partnership, and/or JMB Income Properties, Ltd. - XIII, an Illinois limited partnership. Without limitation on the preceding sentence, in no event shall any of JMB Realty Corporation, a Delaware corporation ("JMB Corp."), Income Partners- XII, an Illinois limited partnership, Income Associates-XII, an Illinois limited partnership, Income Associates-XIII, an Illinois general partnership, JMB Properties-XIII, Inc., an Illinois corporation, or any other person or entity which is now or hereafter a partner in JMB Income Properties, Ltd.-XII or JMB Income Properties, Ltd.-XIII, or any officer, employee or director of any of them, have any personal liability, directly or in connection with this Assignment or any other document or instrument evidencing, securing or executed in connection with the Loan. For purposes of the Assignment and the Loan Documents, neither the negative capital account of any constituent partner and Assignor, nor any obligation of any constituent partner and Assignor, to restore a negative capital account or to contribute capital to Assignor,or to other constituent partners and Assignor, shall be deemed at any time to be the property or an asset of Assignor, or any such other aspect constituent partner (and neither Assignee nor any of the Loan; or (iv) any default under the Hazardous Substances Remediation its successors and Indemnification Agreement, unless prior to the expiration of any cure period relating to such default: (x) such default assigns shall have been duly and completely curedany right to collect, and enforce or proceed against or with respect to any such negative capital account or partner's obligation to restore or contribute). As used herein, a constituent partner in Assignor means a partner in Assignor or in any partnership that has a direct or indirect interest (ythrough one or more partnerships) any claims by any party arising out of or relating to such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waivedin Assignor.

Limitation on Personal Liability. Except as hereinafter providedNeither Mortgagor nor Guarantor -------------------------------- (singularly or collectively, Lender's sole recourse shall be to the Collateral and Lender shall not enforce any deficiency judgment or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained in any Loan Document (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower (hereinafter together with Borrower collectively referred to as the "Exculpated Parties"); provided) shall have any personal liability for the Loan or any obligations set forth in the Loan Documents. Notwithstanding the preceding sentence, howeverMortgagee may bring a foreclosure action or other appropriate action to enforce the Loan Documents or realize upon and protect the Property (including, that nothing contained herein without limitation, naming the Exculpated Parties in the actions, prior to exhausting all other rights and remedies, either at law or in equity) and in addition THE EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY FOR any Loan Document shallactual losses or damages incurred by Mortgagee on account of: (ai) limit Lender's rights and remedies against any environmental indemnity or ERISA indemnity furnished by Mortgagor or Guarantor in connection with the Guarantor under the Guaranty; Loan (b) limit the enforceability of any lien, security interest or other right or remedy of Lender against any Collateral consistent with nonrecourse liability as provided in this Section 7.13, including, without limitation, the right to name any Exculpated Party in any proceeding for enforcement thereofhazardous substances and ERISA provisions of the Loan Documents the Hazardous Substances Remediation and Indemnification Agreement; orand the ERISA Certificate and Indemnification Agreement); (cii) relieve real estate taxes and assessments relating to the property, if and to the extent the Exculpated Parties from have assumed personal liability or responsibility for:therefor pursuant to Section 2.10 of this Mortgage; ------------ (iiii) any casualty security deposits of tenants (A) not turned over to Mortgagee upon foreclosure, sale (pursuant to power of sale), or rental conveyance in lieu thereof, or (B) not turned over to a receiver or trustee for the Property after his/her appointment; (iv) any insurance proceeds or condemnation awards neither turned over to Mortgagee nor used in compliance with the Loan Documents; (v) the execution by any of the Exculpated Parties of an amendment that has a financial impact on the terms of the lease or a termination of any Lease without Mortgagee's prior written consent (if Mortgagee's consent was required under the Loan Documents), in which event the Exculpated Parties shall have personal liability for the greater of: (a) the Present Value (calculated at the Discount Rate) of the aggregate total dollar amount (if any) by which (1) rental income and/or other tenant obligations prior to the amendment of such Lease exceeds rental income and/or other tenant obligations after the amendment of such Lease or under any subsequent lease for such space, and (2) landlord obligations after the amendment of such Lease or under any subsequent lease for such space exceeds landlord obligations prior to the amendment of such Lease; or (b) any termination fee or other consideration paid, less the actual, reasonable costs paid to a third party for reletting such space and any reasonable amounts applied to pay the pro rata operating costs of such -------- space; and (c) if the amendment or termination involves a Lease with a Major Tenant, an amount equal to twice the greater of (A) or (B) above regardless of whether the actual losses or damages incurred by Mortgagee on account of such amendment or termination are less than such amount. (vi) physical waste of the Property; (vii) any rents or other income from the Property received by any of the Exculpated Parties in respect during the continuance of the Project and not turned over to Lender or used for restoration or repair of the Project; (ii) any rents and other income from the Project received by any of the Exculpated Parties after an Event of Default under the Loan Documents and not otherwise applied to the expenses of operating and maintaining indebtedness under the Project Note or to the Indebtedness evidenced by operating and capital expenses of the Property; PROVIDED, HOWEVER, THAT THE EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for amounts paid as expenses to a person or entity related to or affiliated with any of the Exculpated Parties unless the payments are expressly permitted in the Loan Documents; (iiiviii) Mortgagor's failure to maintain any letter of credit required under the Loan Documents or otherwise in connection with the Loan; (ix) all reasonable legal fees, including allocated costs of Mortgagee's staff attorneys, and other expenses incurred by Mortgagee in enforcing the Loan Documents if Mortgagor contests, delays, or otherwise hinders or opposes (including, without limitation, the filing of a bankruptcy) any fraud or intentional of Mortgagee's enforcement actions unless (except with respect to bankruptcy) the final decision rendered is in favor of Mortgagor; or (x) any material misrepresentation by any of the Exculpated Parties in connection with the ProjectProperty, the Loan Documents, the Loan Application or any other aspect of the Loan. A. Notwithstanding the foregoing, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for all indebtedness evidenced by the Note and all obligations set forth in the Loan Documents not to exceed $10,000,000, if: (i) there shall be any breach or violation of the Due on Sale or Encumbrance section of this Mortgage; or (ii) there shall be any fraud by any of the Exculpated Parties in connection with the Property, the Loan Documents, the Loan Application, or any other aspect of the Loan; or (iviii) the Property or any default under part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this subsection d(iii) shall not apply if an involuntary bankruptcy is filed by Mortgagee. If the Hazardous Substances Remediation involuntary bankruptcy or insolvency proceeding is not dismissed within ninety (90) days and Indemnification Agreement, unless prior to the expiration of any cure period relating to such defaultMortgagor and Guarantor: (xa) promptly and diligently pursued the dismissal of such default shall proceeding; (b) have been duly and completely cured, not orchestrated nor acquiesced in the filing of such proceeding; and (yc) any claims by any party arising out did not contest Mortgagee's efforts to obtain control of or relating the cash collateral, then the Exculpated Parties shall not have personal liability because of the failure to dismiss such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waivedproceeding within ninety (90) days.

Limitation on Personal Liability. Except as hereinafter providedNeither Maker nor Guarantor -------------------------------- (singularly or collectively, Lender's sole recourse shall be to the Collateral and Lender shall not enforce any deficiency judgment or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained in any Loan Document (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower (hereinafter together with Borrower collectively referred to as the "Exculpated Parties"); provided) shall have any personal liability for the Loan or any obligations set forth in the Loan Documents. Notwithstanding the preceding sentence, howeverNoteholder may bring a foreclosure action or other appropriate action to enforce the Loan Documents or realize upon and protect the Property (including, that nothing contained herein without limitation, naming the Exculpated Parties in the actions, prior to exhausting all other rights and remedies, either at law or in equity) and in addition THE EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY FOR any Loan Document shall:actual losses or damages incurred by Noteholder on account of-. (ai) limit Lender's rights and remedies against any environmental indemnity or ERISA indemnity furnished by Maker or Guarantor in connection with the Guarantor under the Guaranty; Loan (b) limit the enforceability of any lien, security interest or other right or remedy of Lender against any Collateral consistent with nonrecourse liability as provided in this Section 7.13, including, without limitation, the right to name any Exculpated Party in any proceeding for enforcement thereofhazardous substances and ERISA provisions of the Loan Documents; orthe Hazardous Substances Remediation and Indemnification Agreement; and the ERISA Certificate and Indemnification Agreement); (cii) relieve real estate taxes and assessments relating to the property, if and to the extent the Exculpated Parties from have assumed personal liability or responsibility for:therefor pursuant to Section 2.10 of the Mortgage; ------------ (iiii) any casualty security deposits of tenants (A) not turned over to Noteholder upon foreclosure, sale (pursuant to power of sale), or rental conveyance in lieu thereof, or (B) not turned over to a receiver or trustee for the Property after his/her appointment; (iv) any insurance proceeds or condemnation awards neither turned over to Noteholder nor used in compliance with the Loan Documents; (v) the execution by any of the Exculpated Parties of an amendment that has a financial impact on the terms of the lease or a termination of any Lease without Noteholder's prior written consent (if Noteholder's consent was required under the Loan Documents), in which event the Exculpated Parties shall have personal liability for the greater of: (A) the Present Value (calculated at the Discount Rate) of the aggregate total dollar amount (if any) by which (1) rental income and/or other tenant obligations prior to the amendment of such Lease exceeds rental income and/or other tenant obligations after the amendment of such Lease or under any subsequent lease for such space, and (2) landlord obligations after the amendment of such Lease or under any subsequent lease for such space exceeds landlord obligations prior to the amendment of such Lease; or (B) any termination fee or other consideration paid, less the actual, reasonable costs paid to a third party for reletting such space and any reasonable amounts applied to pay the pro rata operating costs of such space; and (C) if the amendment or termination involves a Lease with a Major Tenant, an amount equal to twice the greater of (A) or (B) above regardless of whether the actual losses or damages incurred by Noteholder on account of such amendment or termination are less than such amount. (vi) physical waste of the Property; (vii) any rents or other income from the Property received by any of the Exculpated Parties in respect during the continuance of the Project and not turned over to Lender or used for restoration or repair of the Project; (ii) any rents and other income from the Project received by any of the Exculpated Parties after an Event of Default under the Loan Documents and not otherwise applied to the expenses of operating and maintaining indebtedness under the Project Note or to the Indebtedness evidenced by operating and capital expenses of the Property; PROVIDED, HOWEVER, THAT THE EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for amounts paid as expenses to a person or entity related to or affiliated with any of the Exculpated Parties unless the payments are expressly permitted in the Loan Documents; (iiiviii) Maker's failure to maintain any letter of credit required under the Loan Documents or otherwise in connection with the Loan; (ix) all reasonable legal fees, including allocated costs of Noteholder's staff attorneys, and other expenses incurred by Noteholder in enforcing the Loan Documents if Maker contests, delays, or otherwise hinders or opposes (including, without limitation, the filing of a bankruptcy) any fraud of Noteholder's enforcement actions unless (except with respect to bankruptcy) the final decision rendered is in favor of Maker; or intentional August 26, 1997 (x) any material misrepresentation by any of the Exculpated Parties in connection with the ProjectProperty, the Loan Documents, the Loan Application or any other aspect of the Loan. (a) Notwithstanding the foregoing, the EXCULPATED PARTEES SHALL HAVE PERSONAL LIABILITY for all indebtedness evidenced by the Note and all obligations set forth in the Loan Documents not to exceed $10,000,000, if: (i) there shall be any breach or violation of the Due on Sale or Encumbrance section of the Mortgage; or (ii) there shall be any fraud by any of the Exculpated Parties in connection with the Property, the Loan Documents, the Loan Application, or any other aspect of the Loan; or (iviii) the Property or any default under part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this subsection d(iii) shall not apply if an involuntary bankruptcy is filed by Noteholder. If the Hazardous Substances Remediation involuntary bankruptcy or insolvency proceeding is not dismissed within ninety (90) days and Indemnification Agreement, unless prior to the expiration of any cure period relating to such defaultMaker and Guarantor: (xa) promptly and diligently pursued the dismissal of such default shall proceeding; (b) have been duly and completely cured, not orchestrated nor acquiesced in the filing of such proceeding; and (yc) any claims by any party arising out did not contest Noteholder's efforts to obtain control of or relating the cash collateral, then the Exculpated Parties shall not have personal liability because of the failure to dismiss such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waivedproceeding within ninety (90) days.

Limitation on Personal Liability. Except as hereinafter provided, Lender's sole recourse shall be in the event of Loan Acceleration due to the Collateral and an event of default described in paragraph 6 of this Note, Lender shall not enforce any deficiency judgment against Maker or other amount due under any Loan Document or any covenant, obligation, undertaking, representation or warranty contained in any Loan Document (except enforcement against the Guarantor under the Guaranty) against Borrower or any person who holds a direct or indirect ownership interest in Borrower general partners of Maker (hereinafter together with Borrower collectively referred to singularly or collectively as the "Exculpated Parties")) with respect to any and all obligations secured by the Mortgage in excess of the amount realized upon foreclosure against (or sale, pursuant to power of sale, of) any and all Property therefor; provided, however, that nothing contained herein or in any Loan Document shall: (a) limit LenderNoteholder's other rights and remedies against the Guarantor under the GuarantyExculpated Parties hereunder or thereunder, either at law or in equity; (b) limit the enforceability of of, or Noteholder's recourse under, any liencertificate, security interest indemnity, guaranty, master lease or other right or remedy of Lender against any Collateral consistent similar instrument furnished in connection with nonrecourse liability as provided in this Section 7.13, the Loan (including, without limitation, the right to name any Exculpated Party in any proceeding for enforcement thereofHazardous Substances Remediation and Indemnification Agreement, the ERISA Certificate and Indemnification Agreement, the Certificate of Representation and Warranties, and the brokerage indemnity); or (c) relieve the Exculpated Parties from personal liability or responsibility for: (i) waste with respect to the Property; (ii) any casualty security deposits of tenants (i) not turned over to Noteholder upon foreclosure, sale (pursuant to power of sale), or rental conveyance in lieu thereof or (ii) not turned over to a receiver or trustee for the Property after appointment thereof; (iii) any insurance proceeds or condemnation awards received by any of the Exculpated Parties in respect of the Project and not turned over to Lender or Noteholder nor used for restoration or repair of in compliance with the ProjectLoan Documents; (iiiv) the greater of the amounts set forth below in 8(c)(iv)(1) and (2), if any of the Exculpated Parties executes an amendment or termination of any lease at the Property (other than a lease with a Major Tenant (as defined in the Mortgage) which is addressed in subsection 8(D) below) without Noteholder's prior written consent, if such consent is required under the Loan Documents: (1) the present value (calculated at the Discount Rate) of the aggregate total dollar amount (if any) by which (A) rental income and/or other tenant obligations prior to the amendment of such lease exceeds (B) rental income and/or other tenant obligations after the amendment of such lease; or (2) any termination fee or other consideration paid; (v) any rents and other income from the Project Property received by any of the Exculpated Parties after an Event of Default a default under the Loan Documents and not otherwise applied to the current (not deferred) fixed and operating expenses of operating and maintaining the Project Property or to the Indebtedness evidenced by under this Note; provided, however, the Loan DocumentsExculpated Parties shall be personally liable for any such amounts paid as management, maintenance, repair or janitorial fees, costs, expenses or any other charges to any of the Exculpated Parties or to a person or entity related to or affiliated with any of the Exculpated Parties; (iiivi) any assessments and taxes (accrued and/or payable) with respect to the Property; (vii) any sums expended by Noteholder in fulfilling the obligations of Maker, as lessor, under any Leases of the Property; or (viii) all legal fees, including allocated cost of Noteholder's staff attorneys, and other expenses incurred by Noteholder in enforcing the Loan Documents if Maker contests, delays, or otherwise hinders or opposes (including, without limitation, the filing of a bankruptcy) any of Noteholder's enforcement actions. Notwithstanding the foregoing, this agreement by Noteholder not to pursue recourse liability SHALL BECOME NULL AND VOID and shall be of no further force and effect in the event: (A) that there shall be any breach or violation of the Due on Sale or Encumbrance section of the Mortgage; or (B) of any fraud or intentional material misrepresentation by any of the Exculpated Parties in connection with the ProjectProperty, the Loan Documents, the Loan Application, or any other aspect of the Loan; or (ivC) that the Premises or any default part thereof shall become an asset in (i) an involuntary bankruptcy or insolvency proceeding, filed by a Person other than Noteholder, which is not dismissed within ninety (90) days of filing, or (ii) a voluntary bankruptcy or insolvency proceeding; or (D) that any of the Exculpated Parties executes an amendment or termination of any lease with a Major Tenant assigned to Noteholder under the Hazardous Substances Remediation and Indemnification AgreementLoan Documents, unless without the prior to written consent of Noteholder, if such consent is required under the expiration of any cure period relating to such default: (x) such default shall have been duly and completely cured, and (y) any claims by any party arising out of or relating to such default, which are pending, threatened, or reasonably anticipated against Borrower, Lender, or the Project, shall have been duly paid, settled, or waivedLoan Documents.