Common use of Limited Recourse Obligations Clause in Contracts

Limited Recourse Obligations. Subject to Paragraph 45 hereof and subparagraph (b) below, any claim based on or in respect of any liability of Mortgagor under the Note or under this Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property and any other collateral now or hereafter given to secure the Loan and not against any other assets, properties or funds of Mortgagor; provided, however, that Mortgagor shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage actually incurred arising out of the matters described below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan but shall include all of the assets, properties and funds of Mortgagor: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee in the performance of or compliance with the obligations of Mortgagor under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this Mortgage; and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, to file a claim for the full amount of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Note, this Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Guaranty.

Limited Recourse Obligations. Subject (a) Notwithstanding any provision in any other section of this Agreement to Paragraph 45 hereof the contrary, the Purchasers, the Managing Agents and subparagraph the Administrative Agent each hereby acknowledge and agree that the Issuer’s payment obligations under Sections 2.06, 2.07, 2.08, 2.09, 5.02 and 7.08 shall be without recourse to the Servicer or the Indenture Trustee (or any Affiliate, officer, director, employee or agent of any of them) and shall be limited to the extent of funds available for payment of the foregoing amounts under Section 4.01(c) of the Series Supplement. (b) below, any claim based on or Anything contained in respect of any liability of Mortgagor under the Note or under this Mortgage Agreement or any other Loan Transaction Document to the contrary notwithstanding, all payments to be made by any Conduit Purchaser under this Agreement shall be enforced only against the Mortgaged Property and any other collateral now or hereafter given to secure the Loan and not against any other assetsmade by such Conduit Purchaser solely from available cash, properties or funds of Mortgagor; provided, however, that Mortgagor which shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount (a) proceeds of any loss, costs or damage actually incurred arising out of the matters described below, which liability shall not be limited solely to the Mortgaged Property collections and other collateral now or hereafter given to secure the Loan but shall include all of the assets, properties and funds of Mortgagor: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed amounts payable by or on behalf of Mortgagor and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure Issuer to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee in the performance of or compliance with the obligations of Mortgagor under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this Mortgage; and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, such Conduit Purchaser in connection with any bankruptcy proceeding or reorganization brought by of the Transaction Documents and (b) proceeds of the issuance of Commercial Paper Notes (collectively “Available Funds”). No recourse shall be had against any Conduit Purchaser personally or against the Mortgagor any incorporator, shareholder, officer, director or employee of such Conduit Purchaser with respect to any of its principals. Nothing herein shall be deemed (w) to be a waiver the covenants, agreements, representations or warranties of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located includingsuch Conduit Purchaser contained in this Agreement, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions Transaction Document, it being understood that such covenants, representations or warranties are enforceable only to the extent of Available Funds. The Administrative Agent, each Managing Agent and each Committed Purchaser hereby acknowledge that, pursuant to the U.S. Bankruptcy Code, to file a claim for the full amount terms and conditions of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Note, this Mortgage Agreement and the other Loan Transaction Documents; (x) , no Conduit Purchaser shall be required to impair make any payments to the validity Administrative Agent any Managing Agent or any Committed Purchaser, either as compensation for services rendered, reimbursement for out of pocket expenses, indemnification, or otherwise, except to the indebtedness secured by this Mortgage; (y) extent such Conduit Purchaser has Available Funds to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Guarantymake such payment.

Limited Recourse Obligations. Subject Notwithstanding anything to Paragraph 45 hereof the contrary contained herein or in any of the other Loan Documents, Borrower's officers, directors, employees, members, partners, managers, shareholders, incorporators or agents, but specifically excluding Borrower, Guarantor and subparagraph Developer (herein called the "BORROWER'S GROUP"), shall have no personal liability for the payment of the Notes or for the performance or observance of the covenants, representations and warranties of Borrower contained herein or in any of the other Loan Documents, and Agent and the other Lenders agree not to seek any damages or personal money judgment against any member of the Borrower's Group for any default under the Notes or under any instrument now or hereafter securing the Notes, but in such event will look solely to Borrower, Guarantor, Developer and the security for the indebtedness evidenced by the Notes; provided that nothing shall preclude Agent or any Lender from exercising its remedies against Borrower, including, without limitation, obtaining and enforcing a judgment against Borrower in connection with the foreclosure of the Mortgage or any security interest created by the Loan Documents or making a claim in bankruptcy for amounts owed as evidenced by the Loan Documents, and provided further that nothing contained above shall be deemed (a) to limit or restrict any other type of action or proceeding against Borrower nor affect the lien of the Mortgages, (b) below, any claim based on to be a release or in respect impairment of any liability the obligations of Mortgagor Borrower under the Note or under Notes, this Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property and any other collateral now or hereafter given to secure the Loan and not against any other assets, properties or funds of Mortgagor; provided, however, that Mortgagor shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage actually incurred arising out of the matters described below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan but shall include all of the assets, properties and funds of Mortgagor: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee in the performance of or compliance with the obligations of Mortgagor under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ixc) a violation of to limit the provisions of Paragraph 18(h) of this Mortgage; and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with Agent or any Lender from enforcing its enforcement of its remedies rights under the Notes, the Mortgages, the Building Loan DocumentsAgreement, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) Soft Cost Loan Agreement or any other provisions Loan Document, (d) to constitute a waiver, release or discharge of any indebtedness or obligation under the Notes or secured by the Mortgages, the Security Agreement or the Assignment of Contracts or (e) to affect the personal liability of the U.S. Bankruptcy Code, to file a claim for the full amount of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee Guarantor under the NoteCompletion Guaranty, this Mortgage and the other Loan Documents; (x) to impair Payment Guaranty or the validity of the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Operating Deficit Guaranty.

Limited Recourse Obligations. Subject Notwithstanding anything to the contrary contained herein, but subject to the obligations of Paragraph 45 hereof of the Mortgage and subparagraph subsection (b) below, any claim based on or in respect of any liability of Mortgagor under the Note or Maker under this Note, EXHIBIT 10.5 Loan No. 526436:11 the Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property (as such term is defined in the Mortgage) and any other collateral now or hereafter given to secure the Loan this Note and not against any other assets, properties or funds of MortgagorMaker; provided, however, that Mortgagor Maker shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of of, any loss, costs or damage actually incurred arising out of the matters described below, in the subsections below which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan this Note but shall include all of the assets, properties and funds of MortgagorMaker: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) ), insurance proceeds, condemnation awards, awards or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee Payee in the performance of or compliance with the obligations of Mortgagor Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or interest in the Maker or encumbrance of the Mortgaged Property, voluntarily, by operation of law or otherwise, (viii) the failure of Mortgagor Maker to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this the Mortgage; , and (x) attorney's fees, court costs and other expenses incurred by Mortgagee Xxxxx in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor Maker or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee Payee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, Code to file a claim for the full amount of the indebtedness secured by this the Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Payee in accordance with this Note, this the Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by this the Mortgage; (y) to impair the right of Mortgagee Payee as Mortgagee mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor guarantor under any Guarantyguaranty or of any indemnitor under any indemnity agreement.

Limited Recourse Obligations. Subject Notwithstanding anything to the contrary contained herein, but subject to the obligations of Paragraph 45 hereof of the Mortgage and subparagraph subsection (b) below, any claim based on or in respect of any liability of Mortgagor under the Note or Maker under this Note, the Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property (as such term is defined in the Mortgage) and any other collateral now or hereafter given to secure the Loan this Note and not against any other assets, properties or funds of MortgagorMaker; 6 provided, however, that Mortgagor Maker shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage actually incurred arising out of the matters described in the subsections below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan this Note but shall include all of the assets, properties and funds of MortgagorMaker: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due datesdates and which are not turned over to Payee upon demand following the occurrence of an Event of Default, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) ), insurance proceeds, condemnation awards, awards or other sums of a similar nature, (iv) liability under environmental underenvironmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee Payee in the performance of or compliance with the obligations of Mortgagor Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property. The liability of Maker for failure to pay taxes or assessments prior to delinquency shall be limited to the extent that operating income from the Mortgaged Property, after applying it to (A) the operating expenses of the Mortgaged Property which are then due payable and (B) the monthly debt service payment due under the Loan for the Mortgaged Property, was sufficient to pay such real estate taxes or assessments. (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or interest in the Maker or encumbrance of the Mortgaged Property, voluntarily, by operation of law or otherwise, (viii) the viii)the failure of Mortgagor Maker to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this the Mortgage; , and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, to file a claim for the full amount of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Note, this Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Guaranty.7

Limited Recourse Obligations. Subject to Paragraph 45 hereof and subparagraph (b) below, any claim based on or in respect of any liability of Mortgagor under the Note or under this Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property and any other collateral now or hereafter given to secure the Loan and not against any other assets, properties or funds of Mortgagor; provided, however, that Mortgagor shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of of, any loss, costs or damage actually incurred arising out of the matters described below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan but shall include all of the assets, properties and funds of Mortgagor: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee in the performance of or compliance with the obligations of Mortgagor under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to maintain its status as a single purpose, bankruptcy-remote asset entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this Mortgage; , and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, to file a claim for the full amount of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Note, this Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Guaranty.. Loan No. 526618:11

Limited Recourse Obligations. Subject Notwithstanding anything to Paragraph 45 hereof the contrary contained herein or in any of the other Loan Documents, Borrower's officers, directors, employees, members, partners, managers, shareholders, incorporators or agents, but specifically excluding Borrower, Guarantor and subparagraph Developer (herein called the "BORROWER'S GROUP"), shall have no personal liability for the payment of the Notes or for the performance or observance of the covenants, representations and warranties of Borrower contained herein or in any of the other Loan Documents, and Agent and the other Lenders agree not to seek any damages or personal money judgment against any member of the Borrower's Group for any default under the Notes or under any instrument now or hereafter securing the Notes, but in such event will look solely to Borrower, Guarantor, Developer and the security for the indebtedness evidenced by the Notes; provided that nothing shall preclude Agent or any Lender from exercising its remedies against Borrower, including, without limitation, obtaining and enforcing a judgment against Borrower in connection with the foreclosure of the Mortgage or any security interest created by the Loan Documents or making a claim in bankruptcy for amounts owed as evidenced by the Loan Documents, and provided further that nothing contained above shall be deemed (a) to limit or restrict any other type of action or proceeding against Borrower nor affect the lien of the Mortgages, (b) below, any claim based on to be a release or in respect impairment of any liability the obligations of Mortgagor Borrower under the Note or under Notes, this Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property and any other collateral now or hereafter given to secure the Loan and not against any other assets, properties or funds of Mortgagor; provided, however, that Mortgagor shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage actually incurred arising out of the matters described below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan but shall include all of the assets, properties and funds of Mortgagor: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee in the performance of or compliance with the obligations of Mortgagor under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ixc) a violation of to limit the provisions of Paragraph 18(h) of this Mortgage; and (x) attorney's fees, court costs and other expenses incurred by Mortgagee in connection with Agent or any Lender from enforcing its enforcement of its remedies rights under the Notes, the Mortgages, the Soft Cost Loan DocumentsAgreement, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) Building Loan Agreement or any other provisions Loan Document, (d) to constitute a waiver, release or discharge of any indebtedness or obligation under the Notes or secured by the Mortgages, the Security Agreement or the Assignment of Contracts or (e) to affect the personal liability of the U.S. Bankruptcy Code, to file a claim for the full amount of the indebtedness secured by this Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee Guarantor under the NoteCompletion Guaranty, this Mortgage and the other Loan Documents; (x) to impair Payment Guaranty or the validity of the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee as Mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor under any Operating Deficit Guaranty.

Limited Recourse Obligations. Subject Notwithstanding anything to the contrary contained herein, but subject to the obligations of Paragraph 45 hereof of the Mortgage and subparagraph subsection (b) below, any claim based on or in respect of any liability of Mortgagor under the Note or Maker under this Note, the Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property (as such term is defined in the Mortgage) and any other collateral now or hereafter given to secure the Loan this Note and not against any other assets, properties or funds of MortgagorMaker; provided, however, that Mortgagor Maker shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage actually incurred arising out of the matters described in the subsections below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure the Loan this Note but shall include all of the assets, properties and funds of MortgagorMaker: (i) fraud, material misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees) insurance proceeds, condemnation awards, or other sums of a similar nature, (iv) liability under environmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Mortgagor Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Mortgagee Payee in the performance of or compliance with the obligations of Mortgagor Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property, (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or interest in the Maker or encumbrance of the Mortgaged Property, voluntarily, by operation of law or otherwise, (viii) the failure of Mortgagor Maker to maintain its status as a single purpose, bankruptcy-remote asset entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of this the Mortgage; , and (x) attorney's fees, court costs and other expenses incurred by Mortgagee Payee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Mortgagor Maker or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Mortgagee Payee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, Code to file a claim for the full amount of the indebtedness secured by this the Mortgage or to require that all of the collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Mortgagee under the Payee in accordance with this Note, this the Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by this the Mortgage; (y) to impair the right of Mortgagee Payee as Mortgagee mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any Guarantor guarantor under any Guarantyguaranty or of any indemnitor under any indemnity agreement.