Common use of Non-Recourse Liability Clause in Contracts

Non-Recourse Liability. Subject to the provisions of section 4.13(b), section 4.13(c) and the Guaranty and notwithstanding any other provision in the Related Mortgage Notes, the Mortgages or any other Transaction Document, the personal liability of the Borrowers, Guarantor and their respective affiliates, shareholders, members, partners, officers, directors and employees to pay and perform the Obligations shall be limited to (i) the real and personal property described as "Property" in the Mortgages, (ii) the personal property described in and pledged under any other Mortgage Document, (iii) the rents, profits, issues, products and income of the Properties received or collected by or on behalf of any Borrower (the "RENTS AND PROFITS") to the extent such receipts are necessary, first, to pay the Operating Expenses then due and payable as of the time of receipt of such Rents and Profits, and then, to pay principal and interest due under the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums due under the Mortgages or any other Mortgage Document and any other Obligations then due and owing to Fannie Mae under this Agreement, except to the extent that the Borrowers did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in section 4.13(b), section 4.13(c) and in the Guaranty, Fannie Mae shall not seek (A) any judgment for a deficiency against any of the Borrowers or Guarantor, or any Borrower's or Guarantor's heirs, legal representatives, successors or assigns, in any action to enforce any right or remedy under any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgages, this Agreement or any other Transaction Document, or (B) any judgment on any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement or the Obligations except as may be necessary in any action brought under any of the Mortgages to enforce the lien against the Property encumbered thereby or to exercise any remedies under any other Mortgage Documents.

Non-Recourse Liability. Subject to the provisions of section 4.13(b), section 4.13(c) and the Guaranty Section 21.02 and notwithstanding any other provision in the Related Mortgage Notes, the Mortgages Security Instruments or any other Transaction DocumentLoan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01), the personal liability (i) of the BorrowersBorrowers (or any partners thereof) to pay the principal of and interest on the Notes, Guarantor and their respective affiliates, shareholders, members, partners, officers, directors and employees for each to pay and perform all of their other Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (ia) the real and personal property described as "Property" in the Mortgagesany Security Instrument granted by any Owner, (iib) the personal property described in and pledged under any other Mortgage DocumentLoan Document executed by any TC Party (including all deposit accounts pledged under the Cap Security Agreement, the Capital Improvements Fund Pledge and Security Agreement, the Cash Management Agreement, the Replacement Reserve Agreement and this Agreement)(the "PLEDGED PROPERTY") and (iiic) the rents, profits, issues, products and income of the Properties Mortgaged Property of the Owners received or collected by or on behalf of any Borrower the Owners (the "RENTS AND PROFITS") to the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such Rents and Profits, and then, to pay principal and interest due under the Related Mortgage applicable Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums due under the Mortgages Security Instruments, this Agreement or any other Mortgage Document Loan Documents and any other Obligations then due and owing to Fannie Mae under this Agreementthe Lender, except to the extent that the Borrowers such Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in section 4.13(b)Section 21.02, section 4.13(c) and in the Guaranty, Fannie Mae Lender shall not seek (Aa) any judgment for a deficiency against any of the Borrowers or Guarantor, TC Party or any Borrower's or Guarantor's heirs, legal representatives, successors or assignsassigns of any TC Party, in any action to enforce any right or remedy under any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgagesapplicable Notes or Security Instruments, this Agreement or any of the other Transaction DocumentLoan Documents, or (Bb) any judgment on any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement applicable Notes or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Mortgages Security Instruments to enforce the lien Lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Mortgage Loan Documents.

Non-Recourse Liability. Subject to the provisions of section 4.13(b), section 4.13(csubsections 3.11(b) and the Guaranty 3.11(c) and notwithstanding any other provision in the Related Mortgage Notes, the Mortgages or any other Transaction Document, the personal liability of the BorrowersOwner, General Partner, each Guarantor and their respective affiliates, shareholders, members, partners, officers, directors director's and employees to pay the principal and interest on the debt evidenced by the Related Mortgage Notes and to perform the other Obligations shall be limited to (i) the real and personal property described as "Property" in the Mortgages, (ii) the personal property described in and pledged under any other Mortgage Document, (iii) the rents, profits, issues, products and income of the Properties received or collected by or on behalf of any Borrower Owner (the "RENTS AND PROFITS") to the extent such receipts are necessary, first, to pay the Operating Expenses then due and payable as of the time of receipt of such Rents and Profits, and then, to pay principal and interest due under the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums due under the Mortgages or any other Mortgage Document and any other Obligations then due and owing owning to Fannie Mae Xxxxxx Xxx under this Agreement, except to the extent that the Borrowers Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in section 4.13(bsections 3.11(b) and (c), section 4.13(c) and in the Guaranty, Fannie Xxxxxx Mae shall not seek (A) any judgment for a deficiency against Owner, General Partner or any of the Borrowers or Guarantor, or any BorrowerOwner's, General Partner's or any Guarantor's heirs, legal representatives, successors or assigns, in any action to enforce any right or remedy under any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgages, this Agreement or any other Transaction Document, or (B) any judgment on any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement Notes or the Obligations except as may be necessary in any action brought under any of the Mortgages to enforce the lien against the Property encumbered thereby or to exercise any remedies under any other Mortgage Documents.

Non-Recourse Liability. Subject to the provisions of section 4.13(b), section 4.13(csections 4.14(b) and the Guaranty 4.14(c) and notwithstanding any other provision in the Related Mortgage Notes, the Mortgages or any other Transaction Document, the personal liability of the BorrowersOwner, Guarantor QRS Partner, OP Partner and their respective affiliates, shareholders, members, partners, officers, directors and employees any other person or entity to pay and perform the Obligations shall be limited to (i) the real and personal property described as "Property" in the Mortgages, (ii) the personal property described in and pledged under any other Mortgage Document, (iii) the rents, profits, issues, products and income of the Properties received or collected by or on behalf of any Borrower Owner (the "RENTS AND PROFITS") while an Event of Default exists to the extent such receipts are necessary, first, not used to pay the Operating Expenses then due and payable as of the time of receipt of such Rents and Profits, and then, or to pay principal and interest then due and payable under the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums then due and payable under the Mortgages or any other Mortgage Document (including deposits or reserves due under any Mortgage Document) and any other Obligations then due and owing to Fannie Mae Xxxxxx Xxx under this Agreement, except in each case to the extent that the Borrowers (x) Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sumssums or (y) Xxxxxx Mae was unwilling to disburse such Rents and Profits from the Central Account established pursuant to the Cash Management Agreement. Except as provided in section 4.13(bsections 4.14(b) and 4.14(c), section 4.13(c) notwithstanding the terms and in provisions of the GuarantyNote or any other Transaction Document, Fannie Mae Xxxxxx Xxx shall not seek or obtain (A) any judgment for a deficiency or money damages against any of the Borrowers Owner, QRS Partner or GuarantorOP Partner, or any BorrowerOwner's, QRS Partner's or GuarantorOP Partner's heirs, legal representatives, successors or assigns, in any action to enforce any right or remedy under any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgages, this Agreement or any of the other Transaction DocumentDocuments, or (B) any judgment on any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement Mortgages, this Agreement, any of the other Transaction Documents or the Obligations except as may be necessary in any action brought under any of the Mortgages to enforce the lien against the Property encumbered thereby or to exercise any remedies under any other Mortgage Documents, so long as no judgment, order, decree or other relief in the nature of a personal or deficiency judgment is sought to be enforced against Owner, QRS Partner, OP Partner or any other Person.

Non-Recourse Liability. Subject to the provisions of section 4.13(b), section 4.13(c) and the Guaranty ---------------------- Section 21.02 and notwithstanding any other provision in the Related Mortgage Notes, the Mortgages Security Instruments or any other Transaction DocumentLoan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01), the personal liability (i) of the BorrowersBorrowers (or any partners thereof) to pay the principal of and interest on the Notes, Guarantor and their respective affiliates, shareholders, members, partners, officers, directors and employees for each to pay and perform all of their other Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (ia) the real and personal property described as "Property" in the Mortgagesany Security Instrument granted by any Owner, (iib) the personal property described in and pledged under any other Mortgage DocumentLoan Document executed by any TC Party (including all deposit accounts pledged under the Cap Security Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" and (iiic) the rents, ---------------- profits, issues, products and income of the Properties Mortgaged Property of the Owners received or collected by or on behalf of any Borrower the Owners (the "RENTS AND PROFITSRents and Profits") to ----------------- the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, to pay principal and interest due under the Related Mortgage applicable Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums due under the Mortgages Security Instruments, this Agreement or any other Mortgage Document Loan Documents and any other Obligations then due and owing to Fannie Mae under this Agreementthe Lender, except to the extent that the Borrowers such Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in section 4.13(b)Section 21.02, section 4.13(c) and in the Guaranty, Fannie Mae Lender shall not seek (Aa) any judgment for a deficiency against any of the Borrowers or Guarantor, TC Party or any Borrower's or Guarantor's heirs, legal representatives, successors or assignsassigns of any TC Party, in any action to enforce any right or remedy under any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgagesapplicable Notes or Security Instruments, this Agreement or any of the other Transaction DocumentLoan Documents, or (Bb) any judgment on any of the Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement applicable Notes or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Mortgages Security Instruments to enforce the lien Lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Mortgage Loan Documents.