Common use of Nonrecourse Loan Clause in Contracts

Nonrecourse Loan. Subject to the provisions of this Section, and notwithstanding any provision of the Loan Documents other than this Section, the personal liability of Borrower, and of any general partner of Borrower, to pay the principal of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower's obligations under the Note shall be limited to (a) the Collateral, (b) the personal property described in and pledged under any Loan Document other than this Instrument, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default. Except as provided in this Section, Lender shall not seek (a) any judgment for a deficiency against Borrower, any general partner or member of Borrower, or Borrower's successors or assigns, in any action to enforce any right or remedy under the Note, this Instrument or the other Loan Documents, or (b) any judgment on the Note except as may be necessary in any action brought under the Instrument to enforce the lien against the Property or any other Collateral. Notwithstanding the foregoing, Borrower and any general partner of Borrower shall be fully and personally liable for payment and performance of all obligations set forth in the Loan Documents, including the payment of all principal, interest, and other amounts under the Note, in the event of (i) the occurrence of an uncured default under Sections 15, 16 or 29 of this Instrument, or (ii) the occurrence of any condition or event described in Section 20 (except that in the event of involuntary proceedings described therein, neither Borrower nor any general partner of Borrower shall be fully and personally liable under this Section 26 unless either Borrower or any general partner of Borrower or any Person owning an interest (directly or indirectly) in Borrower or any general partner of Borrower consents to, aids, solicits, supports, or otherwise cooperates or colludes to cause such event or fails to contest such event).

Nonrecourse Loan. Subject to the provisions of this Section, and notwithstanding any provision of the Loan Documents other than this Section, the personal liability of Borrower, and of any general partner member of Borrower, to pay the principal of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower's obligations under the Note shall be limited to (a) the Collateral, (b) the personal property described in and pledged under any Loan Document other than that this Instrument, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default. Except as provided in this Section, Lender shall not seek (a) any judgment for a deficiency against Borrower, any general partner or member of Borrower, or Borrower's successors or assigns, in any action to enforce any right or remedy under the Note, this Instrument or the other Loan Documents, or (b) any judgment on the Note except as may be necessary in any action brought under the Instrument to enforce the lien against the Property or any other Collateral. Notwithstanding the foregoing, Borrower, any member of Borrower and any general partner of Borrower guarantor or indemnitor shall be fully and personally liable liable, both jointly and severally for payment and performance of all obligations set forth in the Loan Documents, including the payment of all principal, interest, and other amounts under the Note, in the event of (i) the occurrence of an uncured default under Sections 15, 16 or 29 of this Instrument, or (ii) the occurrence of any condition or event described in Section 20 (except that in the event of involuntary proceedings described thereinfor which said Section 20 expressly provides time in which vacation or similar relief may be obtained, neither Borrower nor the same shall have no effect under this provision until the expiration of such the period of time expressly provided for in said Section 20 without the stated relief). Further, Borrower, any general partner of Borrower and any guarantor or indemnitor shall be fully personally liable, both jointly and personally liable severally in the amount of any loss, damage or cost resulting from the following: (a) fraud or intentional misrepresentation by Borrower in connection with obtaining the loan evidenced by the Note, (b) acts of waste, (c) insurance proceeds, condemnation awards, or other sums or payments attributable to the Property not applied in accordance with the provisions of the Loan Documents (except to the extent that Borrower did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct disbursement of such sums or payments), (d) all rents, profits, issues, products and income of the Property received or collected by or on behalf of Borrower after an Event of Default and not applied to payment of principal and interest due under this Section 26 unless either the Note, (including any received or collected by or on behalf of Borrower after an Event of Default, except to the extent that such application of such funds is prevented by bankruptcy, receivership, or similar judicial proceeding in which Borrower is legally prevented from directing the disbursement of such sums) and to the payment of actual and reasonable operating expenses of the Property, as they become due or payable, (e) misappropriation (including failure to turn over to Lender on demand following an Event of Default) of tenant security deposits and rents collected in advance, or of funds held by Borrower for the benefit of another party, (f) any transfer of all or any part of the Property, or any interest therein, or transfer of a beneficial interest in Borrower (if Borrower is not a natural person or persons but is a corporation, partnership, limited liability company, trust or other legal entity), or the incurrence of any subordinate financing, except as permitted in the Loan Documents, (g) failure by Borrower, any general partner of Borrower, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity Agreement or otherwise pertaining to environmental matters, (h) in the event Lender has waived (or Borrower has failed to pay) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower to pay any or all such taxes, assessments, premiums and rents, (i) in the event that Lender has waived (or Borrower has not complied with) the requirement for third party property management, then any management fee taken by Borrower or any Person owning principal or affiliate of Borrower after an interest Event of Default, or (directly or indirectlyj) the failure of any provision contained in Borrower those certain certificates given by the Borrower, Horizon (as defined in Section 29 below), and Horizon L.P. (as defined in section 29 below), in connection with the Nonconsolidation Opinion delivered by Winston & Xxxxxx, to be true and correct as of the date of issuance and to remain true and correct until such time as the Loan is paid in full. No provision of this Section shall (i) affect the enforcement of the Environmental Indemnity Agreement or any general partner guaranty or similar agreement executed in connection with the debt evidenced by the Note, (ii) release or reduce the debt evidenced by the Note, (iii) impair the lien of Borrower consents tothis Instrument, aids, solicits, supports(iv) impair the rights of Lender to enforce any provisions of this Instrument, or (v) limit Lender's ability to obtain a deficiency judgment or judgment on the Note or otherwise cooperates or colludes against Borrower to cause such event or fails the extent necessary to contest such event)obtain any amount for which Borrower may be liable in accordance with this Section.

Nonrecourse Loan. Subject to the provisions qualifications below in this paragraph, the Borrower shall be liable for payment and performance of all of the obligations, covenants and agreements of the Borrower under the Note, this SectionInstrument, the Assignment of Leases and Rents (herein so-called), dated of even date herewith, executed by Borrower to Lender, the Environmental Indemnity Agreement dated of even date herewith, executed by Borrower and Lender, and notwithstanding any provision all other instruments and documents evidencing, securing or governing the terms of the Loan Documents other than this Sectionloan (the “Loan”) evidenced by the Note (collectively, the personal liability “Loan Documents”), to the full extent (but only to the extent) of all of the Property and any other items, property or amounts which are collateral or security for the Loan. If a default occurs in the timely and proper payment of any portion of such indebtedness or in the timely performance of any obligations, agreements or covenants, except as set forth below in this paragraph, neither Borrower, and of nor any general partner of Borrower, to pay the principal nor any partner, stockholder, director or officer of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower's obligations under the Note shall be limited to (a) the Collateral, (b) the personal property described in and pledged under any Loan Document other than this Instrument, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default. Except as provided in this Section, Lender shall not seek (a) any judgment for a deficiency against Borrower, any general partner or member of Borrower, shall be personally liable for the repayment of any of the principal of, interest on, or Borrower's successors prepayment fees (including yield maintenance premiums) or assignslate charges, or other charges or fees due in connection with the Loan, the performance of any action to enforce any right or remedy covenants of Borrower under the Note, this Instrument or any of the other Loan Documents, Documents or (b) for any deficiency judgment on which Lender may obtain after default by Borrower. Notwithstanding the Note except as may be necessary in any action brought under the Instrument to enforce the lien against the Property foregoing provisions of this paragraph or any other Collateral. Notwithstanding agreement, the foregoing, Borrower and any general partner of Borrower shall be fully and personally liable for payment any and performance of all obligations set forth all: (1) liabilities, costs, losses, damages, expenses or claims (including, without limitation, any reduction in the Loan Documentsvalue of the Property or any other items, property or amounts which are collateral or security for the Loan) suffered or incurred by Lender by reason of or in connection with (a) any fraud or misrepresentation by the Borrower in connection with the Loan, including but not limited to any misrepresentation of the payment Borrower contained in any Loan Document, (b) any failure to pay taxes, insurance premiums (except to the extent that such taxes and insurance premiums are then held by the Lender), assessments, charges for labor or materials or other charges that can create liens on any portion of all principalthe Property, interest, and other amounts under the Note, in the event (c) any misapplication of (i) proceeds of insurance covering any portion of the occurrence of an uncured default under Sections 15, 16 or 29 of this InstrumentProperty, or (ii) proceeds of the occurrence sale or condemnation of any condition portion of the Property, (d) any rentals, income, profits, issues and products received by or event described in Section 20 on behalf of the Borrower subsequent to the date on which the Lender gives written notice that a default has occurred under the Loan and not applied to the payment of principal or interest due under the Note or the payment of operating expenses (except that in excluding any operator’s, manager’s or developer’s fee paid to the event of involuntary proceedings described therein, neither Borrower nor any general partner of Borrower shall be fully and personally liable under this Section 26 unless either Borrower or any general partner affiliate of the Borrower) of the Property, (e) any failure to maintain, repair or restore the Property in accordance with any Loan Document to the extent not covered by insurance proceeds made available to the Lender, (f) any failure by the Borrower to deliver to the Lender all unearned advance rentals and security deposits paid by tenants of the Property received by or on behalf of the Borrower, and not refunded to or forfeited by such tenants, (g) any failure by the Borrower to return to, or reimburse the Lender for, all personalty taken from the Property by or on behalf of the Borrower, except in accordance with the provisions of this Instrument, and (h) any and all indemnities given by the Borrower to the Lender set forth in the Environmental Indemnity Agreement or any other Loan Document in connection with any environmental matter relating to the Property; and (2) court costs and all attorneys’ fees provided for in any Loan Document incurred in connection with the enforcement of the Loan. Furthermore, no limitation of liability or recourse provided above in this paragraph shall (x) apply to the extent that the Lender’s rights of recourse to the Property are suspended, reduced or impaired by or as a result of any act, omission or misrepresentation of the Borrower or any Person owning an other party now or hereafter liable for any part of the Loan and accrued interest (directly thereon, or indirectly) in by or as a result of any case, action, suit or proceeding to which the Borrower or any general partner such other party, voluntarily becomes a party; or (y) constitute a waiver, forfeiture, abrogation or limitation of Borrower consents or on any right accorded by any law establishing a debtor relief proceeding, including, but not limited to, aidsTitle 11, solicitsU.S. Code, supports, or otherwise cooperates or colludes which right provides for the assertion in such debtor relief proceeding of a deficiency arising by reason of the insufficiency of collateral notwithstanding an agreement of the Lender not to cause assert such event or fails to contest such event)deficiency.