Common use of Nonrecourse Loan Clause in Contracts

Nonrecourse Loan. Notwithstanding anything to the contrary contained in the Loan Documents, except as set forth in this Section 1.4, Borrower shall have no personal liability under the Loan Documents for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and ▇▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Grantee’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation of Borrower. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of any portion of the Indebtedness equal to any loss or damage suffered by Grantee as a result of: failure of Borrower to pay to Grantee upon demand after an Event of Default, all rents, revenues and profits from the operation of the Project to which Grantee is entitled under the Mortgage, and the amount of all security deposits collected by Borrower from tenants then in residence; failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the Application, the Loan Documents, or any request by ▇▇▇▇▇▇▇; failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Permanent Loan Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (ii) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default under the Mortgage. To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 1.4, Grantee may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether Grantee has exercised any rights against the Mortaged Property or any other security, or pursued any rights against any Guarantor, or pursued any other rights available to Grantee under the Loan Documents or applicable law. Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by Borrower, and shall agree to pay to Grantee, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. Grantee may pursue its remedies against any Guarantor without first exhausting its remedies against the Borrower or the Project.

Nonrecourse Loan. (a) Notwithstanding anything to the contrary contained in the Loan Documents, except as set forth in this Section 1.4, Borrower shall have no personal liability under the Loan Documents for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and ▇▇▇▇▇▇▇OCD’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee OCD as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair GranteeOCD’s enforcement of its rights against any Guarantor Key Principal guaranteeing any indebtedness or obligation obligations of Borrower. ▇▇▇▇▇▇▇▇ . (b) Borrower shall become personally liable to Grantee OCD for the repayment of any portion of the Indebtedness equal to any loss or damage suffered by Grantee OCD as a result of: : (i) failure of Borrower to pay to Grantee OCD upon demand after an Event of Default, all rents, revenues and profits from the operation of the Project to which Grantee OCD is entitled under the Mortgage, and the amount of all security deposits collected by Borrower from tenants then in residence; ; (ii) failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; ; (iii) failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; ; (iv) fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the Application, the Loan Documents, or any request by ▇▇▇▇▇▇▇; OCD; (v) failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Permanent Loan Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (ii) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or or (vi) failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ . (c) Borrower shall become personally liable to Grantee OCD for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: : (i) Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or or (ii) a Transfer that is an Event of Default under the Mortgage. . (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 1.4, Grantee OCD may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether Grantee OCD has exercised any rights against the Mortaged Property or any other security, or pursued any rights against any GuarantorKey Principal, or pursued any other rights available to Grantee OCD under the Loan Documents or applicable law. . (e) Notwithstanding the foregoing provisions, one or more Guarantors Key Principals shall be personally liable to Grantee OCD upon the occurrence of an Event of Default by Borrower, and shall agree to pay to GranteeOCD, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b) and (c). The obligations of each Guarantor Key Principal shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. Grantee OCD may pursue its remedies against any Guarantor Key Principal without first exhausting its remedies against the Borrower or the Project.

Nonrecourse Loan. Notwithstanding anything Subject to the contrary contained 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 Instrument, 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 all other instruments and documents evidencing, securing or governing the terms of the loan (the “Loan”) evidenced by the Note (collectively, the “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 Loan Documentstimely 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 Section 1.4paragraph, Borrower shall have no personal liability under the Loan Documents for the repayment neither Borrower, nor any partner of the Indebtedness Borrower, nor any partner, stockholder, director or for the performance officer of any other obligations partner of Borrower under the Loan DocumentsBorrower, and ▇▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Grantee’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation of Borrower. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of any portion of the Indebtedness equal to principal of, interest on, or prepayment fees (including yield maintenance premiums) or late charges, or other charges or fees due in connection with the Loan, the performance of any loss or damage suffered by Grantee as a result of: failure covenants of Borrower to pay to Grantee upon demand after an Event of Defaultunder the Note, all rents, revenues and profits from the operation this Instrument or any of the Project to other Loan Documents or for any deficiency judgment which Grantee is entitled under Lender may obtain after default by Borrower. Notwithstanding the Mortgageforegoing provisions of this paragraph or any other agreement, the Borrower shall be fully and personally liable for any and all: (1) liabilities, costs, losses, damages, expenses or claims (including, without limitation, any reduction in the amount value of all the Property or any other items, property or amounts which are collateral or security deposits collected for the Loan) suffered or incurred by Borrower from tenants then Lender by reason of or in residence; failure of Borrower to apply all insurance proceeds and condemnation proceeds as required connection with (a) any fraud or misrepresentation by the Mortgage; failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the ApplicationLoan, including but not limited to any misrepresentation of the Borrower contained in any Loan DocumentsDocument, or (b) any request by ▇▇▇▇▇▇▇; failure to apply rentspay taxes, revenues and profits, first, to the payment of reasonable operating expenses insurance premiums (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks such taxes and insurance premiums are then held by the legal right to direct Lender), assessments, charges for labor or materials or other charges that can create liens on any portion of the disbursement Property, (c) any misapplication of such sums because (i) proceeds of a Permanent Loan Mortgage encumbering insurance covering any portion of the Project, or bankruptcy, receivership or similar judicial proceedingsProperty, or (ii) proceeds of the sale or condemnation of any portion of the Property, (d) any rentals, income, profits, issues and products received by or 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 (excluding any operator’s, manager’s or developer’s fee paid to the Borrower or any affiliate of the Borrower) of the Property, (e) any failure to maintain, repair or restore the Property in accordance with respect any Loan Document to Surplus Cash distributed 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 calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or failure of Borrower to pay all deductibles required under any Loan Document incurred in connection with the enforcement of the insurance policies required Loan. Furthermore, no limitation of liability or recourse provided above in this paragraph shall (x) apply to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default under the Mortgage. To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 1.4the Lender’s rights of recourse to the Property are suspended, Grantee may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether Grantee has exercised reduced or impaired by or as a result of any rights against act, omission or misrepresentation of the Mortaged Property Borrower or any other securityparty now or hereafter liable for any part of the Loan and accrued interest thereon, or pursued any rights against any Guarantor, by or pursued any other rights available to Grantee under the Loan Documents or applicable law. Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by Borrower, and shall agree to pay to Grantee, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery as a result of any deed in lieu of foreclosurecase, and any release of record of the Mortgage. Grantee may pursue its remedies against any Guarantor without first exhausting its remedies against action, suit or proceeding to which the Borrower or any such other party, voluntarily becomes a party; or (y) constitute a waiver, forfeiture, abrogation or limitation of or on any right accorded by any law establishing a debtor relief proceeding, including, but not limited to, Title 11, U.S. Code, which right provides for the Projectassertion in such debtor relief proceeding of a deficiency arising by reason of the insufficiency of collateral notwithstanding an agreement of the Lender not to assert such deficiency.

Nonrecourse Loan. (a) Notwithstanding anything to the contrary contained in the Loan Documents, except as set forth in this Section 1.4Section, Borrower shall have no personal liability under the Loan Documents for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and ▇▇▇▇▇▇▇LHC’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee LHC as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair GranteeLHC’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation obligations of Borrower. ▇▇▇▇▇▇▇▇ Borrower under this Agreement or under any guaranty executed by Guarantor in favor of LHC with regards to the Project. (b) Borrower shall become personally liable to Grantee LHC for the repayment of any portion of the Indebtedness equal to any loss or damage suffered by Grantee LHC as a result of: : i. failure of Borrower to pay to Grantee LHC upon demand after during the existence of an Event of Default, all rents, revenues and profits from the operation of the Project to which Grantee LHC is entitled under the Mortgage, and the amount of all security deposits collected by Borrower from tenants then in residence; ; ii. failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; Loan Documents; iii. failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; iv. failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Project management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (A) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Senior Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (B) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or v. failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under this Agreement. (c) ▇▇▇▇▇▇▇▇ shall become personally liable to LHC for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: i. Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; ii. fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the Application, the Loan Documents, or any request by ▇▇▇▇▇▇▇LHC; iii. misappropriation of Loan proceeds by Borrower; failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Permanent Loan Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (ii) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreementor iv. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default hereunder or under the Mortgage. . (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 1.4Section, Grantee LHC may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether Grantee LHC has exercised any rights against the Mortaged Property or any other security, or pursued any rights against any Guarantor, or pursued any other rights available to Grantee LHC under the Loan Documents or applicable law. . (e) Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by BorrowerLHC for those obligations for which Borrower is personally liable under this Section 4.1, and shall agree to pay to GranteeLHC, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b4.1(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. Grantee LHC may pursue its remedies against any Guarantor without first exhausting its remedies against the Borrower or the Project. The Guaranty Agreement executed by Guarantor in favor of LHC shall contain a guaranty of these nonrecourse obligations.

Nonrecourse Loan. (a) Notwithstanding anything to the contrary contained in the Loan Documents, except as set forth in this Section 1.4Section, Borrower shall have no personal liability under the Loan Documents for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and ▇▇▇▇▇▇▇LHC’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee LHC as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair GranteeLHC’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation obligations of Borrower. ▇▇▇▇▇▇▇▇ Borrower under this Agreement or under any guaranty executed by Guarantor in favor of LHC with regards to the Project. (b) Borrower shall become personally liable to Grantee LHC for the repayment of any portion of the Indebtedness equal to any loss or damage suffered by Grantee LHC as a result of: : i. failure of Borrower to pay to Grantee LHC upon demand after during the existence of an Event of Default, all rents, revenues and profits from the operation of the Project to which Grantee LHC is entitled under the Mortgage, and the amount of all security deposits collected by Borrower from tenants then in residence; ; ii. failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; Loan Documents; iii. failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; iv. failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Project management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (A) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Senior Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (B) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or v. failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under this Agreement. (c) Borrower shall become personally liable to LHC for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: i. Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; ii. fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the Application, the Loan Documents, or any request by ▇▇▇▇▇▇▇LHC; iii. misappropriation of Loan proceeds by Borrower; failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Permanent Loan Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (ii) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreementor iv. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default hereunder or under the Mortgage. . (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 1.4Section, Grantee LHC may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether Grantee LHC has exercised any rights against the Mortaged Property or any other security, or pursued any rights against any Guarantor, or pursued any other rights available to Grantee LHC under the Loan Documents or applicable law. . (e) Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by BorrowerLHC for those obligations for which Borrower is personally liable under this Section 4.1, and shall agree to pay to GranteeLHC, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b4.1(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. Grantee LHC may pursue its remedies against any Guarantor without first exhausting its remedies against the Borrower or the Project. The Guaranty Agreement executed by Guarantor in favor of LHC shall contain a guaranty of these nonrecourse obligations.

Nonrecourse Loan. Notwithstanding anything Subject to the contrary contained 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 Instrument, 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 all other instruments and documents evidencing, securing or governing the terms of the loan (the "Loan") evidenced by the Note (collectively, the "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 Loan Documentstimely 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 Section 1.4paragraph, Borrower shall have no personal liability under the Loan Documents for the repayment neither Borrower, nor any partner of the Indebtedness Borrower, nor any partner, stockholder, director or for the performance officer of any other obligations partner of Borrower under the Loan DocumentsBorrower, and ▇▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Grantee’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation of Borrower. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of any portion of the Indebtedness equal to principal of, interest on, or prepayment fees or late charges, or other charges or fees due in connection with the Loan, the performance of any loss or damage suffered by Grantee as a result of: failure covenants of Borrower to pay to Grantee upon demand after an Event of Defaultunder the Note, all rents, revenues and profits from the operation this Instrument or any of the Project to other Loan Documents or for any deficiency judgment which Grantee is entitled under Lender may obtain after default by Borrower. Notwithstanding the Mortgageforegoing provisions of this paragraph or any other agreement, the Borrower shall be fully and personally liable for any and all: (1) liabilities, costs, losses, damages, expenses or claims (including, without limitation, any reduction in the amount value of all the Property or any other items, property or amounts which are collateral or security deposits collected for the Loan) suffered or incurred by Borrower from tenants then Lender by reason of or in residence; failure of Borrower to apply all insurance proceeds and condemnation proceeds as required connection with (a) any fraud or misrepresentation by the Mortgage; failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the ApplicationLoan, including but not limited to any misrepresentation of the Borrower contained in any Loan DocumentsDocument, or (b) any request by ▇▇▇▇▇▇▇; failure to apply rentspay taxes, revenues and profits, first, to the payment of reasonable operating expenses insurance premiums (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks such taxes and insurance premiums are then held by the legal right to direct Lender), assessments, charges for labor or materials or other charges that can create liens on any portion of the disbursement Property, (c) any misapplication of such sums because (i) proceeds of a Permanent Loan Mortgage encumbering insurance covering any portion of the Project, or bankruptcy, receivership or similar judicial proceedingsProperty, or (ii) proceeds of the sale or condemnation of any portion of the Property, (d) any rentals, income, profits, issues and products received by or 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 (excluding any operator's, manager's or developer's fee paid to the Borrower or any affiliate of the Borrower) of the Property, (e) any failure to maintain, repair or restore the Property in accordance with respect any Loan Document to Surplus Cash distributed 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 calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; Loan Document. Furthermore, no limitation of liability or failure of Borrower recourse provided above in this paragraph shall (x) apply to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default under the Mortgage. To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 1.4the Lender's rights of recourse to the Property are suspended, Grantee may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether Grantee has exercised reduced or impaired by or as a result of any rights against act, omission or misrepresentation of the Mortaged Property Borrower or any other securityparty now or hereafter liable for any part of the Loan and accrued interest thereon, or pursued any rights against any Guarantor, by or pursued any other rights available to Grantee under the Loan Documents or applicable law. Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by Borrower, and shall agree to pay to Grantee, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery as a result of any deed in lieu of foreclosurecase, and any release of record of the Mortgage. Grantee may pursue its remedies against any Guarantor without first exhausting its remedies against action, suit or proceeding to which the Borrower or any such other party, voluntarily becomes a party; or (y) constitute a waiver, forfeiture, abrogation or limitation of or on any right accorded by any law establishing a debtor relief proceeding, including, but not limited to, Title 11, U.S. Code, which right provides for the Projectassertion in such debtor relief proceeding of a deficiency arising by reason of the insufficiency of collateral notwithstanding an agreement of the Lender not to assert such deficiency.

Nonrecourse Loan. (a) Notwithstanding anything to the contrary contained in the Loan MRLF Legal Documents, except as set forth in this Section 1.43.1, neither Borrower nor any of its general or limited partners or affiliates shall have no personal liability under the Loan MRLF Legal Documents for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan MRLF Legal Documents, and ▇▇▇▇▇▇▇LHC’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee LHC as security for the IndebtednessIndebtedness and to enforce any guarantees. This limitation on Borrower’s liability shall not limit or impair GranteeLHC’s enforcement of its rights against any Guarantor and all Guarantors guaranteeing any indebtedness or obligation obligations of Borrower. ▇▇▇▇▇▇▇▇ . (b) Borrower shall become personally liable to Grantee LHC for the repayment of any portion of the Indebtedness Loan then outstanding equal to any loss or damage suffered by Grantee LHC as a result of: : (i) failure of Borrower to pay to Grantee LHC upon demand demand, after an Event of Default, all rents, revenues and profits from the operation of the Project to which Grantee LHC is entitled under the Mortgage, and the amount of all security deposits collected by Borrower from tenants then in residence; or (ii) failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the MortgageMRLF Legal Documents; or (iii) failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; or (iv) failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. (c) Borrower shall become personally liable to LHC for the repayment of the Loan amount then outstanding plus default interest at the Default Rate from the date of default, due upon the occurrence of any of the following events: (i) misappropriation of Loan proceeds by Borrower; or (ii) fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the Application, the Loan MRLF Legal Documents, or any request by ▇▇▇▇▇▇▇LHC; failure to apply rents, revenues and profits, first, to the payment of reasonable operating expenses or (other than Property management fees that are not currently payableiii) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a Permanent Loan Mortgage encumbering the Project, or bankruptcy, receivership or similar judicial proceedings, or (ii) with respect to Surplus Cash distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; or failure of Borrower to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer or (iv) any transfer that is an Event of Default under the Mortgage. ; or (v) failure of Borrower to commence construction of the Project within six (6) months of the date of Closing; or (vi) failure of Borrower to complete the Project within eighteen (18) months following the actual construction start date; or (vii) Borrower’s failure to maintain compliance with the MRLF Regulatory Agreement in LHC’s sole and reasonable discretion for a period of at least five (5) years following the Completion Date; or (viii) Borrower’s failure to pay LHC the amount of any Excess Proceeds in one lump sum payment within thirty (30) days of receiving written notice from LHC that the Excess Proceeds are due as required by Section 1.8 above. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 1.42.3, Grantee LHC may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether Grantee LHC has exercised any rights against the Mortaged Mortgaged Property or any other security, or pursued any rights against any Guarantor, or pursued any other rights available to Grantee LHC under the Loan MRLF Legal Documents or applicable law. . (e) Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable guarantee to Grantee upon the occurrence of an Event of Default by Borrower, LHC and shall agree to pay to GranteeLHC, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan MRLF Legal Documents, including without limitation Section 1.4(b2.3(b) and (c) above (“Guaranty of Nonrecourse Carveouts”). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. Grantee LHC may pursue its remedies against any Guarantor without first exhausting its remedies against the Borrower or the Project, or any other Guarantor.

Nonrecourse Loan. Notwithstanding anything Subject to the contrary contained 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 Instrument, 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 all other instruments and documents evidencing, securing or governing the terms of the loan (the "Loan") evidenced by the Note (collectively, the "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 Loan Documentstimely 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 Section 1.4paragraph, Borrower shall have no personal liability under the Loan Documents for the repayment neither Borrower, nor any partner of the Indebtedness Borrower, nor any partner, stockholder, director or for the performance officer of any other obligations partner of Borrower under the Loan DocumentsBorrower, and ▇▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness, and the performance of such obligations shall be to exercise its rights and remedies with respect to the Mortgaged Property and any other collateral held by Grantee as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Grantee’s enforcement of its rights against any Guarantor guaranteeing any indebtedness or obligation of Borrower. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of any portion of the Indebtedness equal to principal of, interest on, or prepayment fees or late charges, or other charges or fees due in connection with the Loan, the performance of any loss or damage suffered by Grantee as a result of: failure covenants of Borrower to pay to Grantee upon demand after an Event of Defaultunder the Note, all rents, revenues and profits from the operation this Instrument or any of the Project to other Loan Documents or for any deficiency judgment which Grantee is entitled under Lender may obtain after default by Borrower. Notwithstanding the Mortgageforegoing provisions of this paragraph or any other agreement, the Borrower shall be fully and personally liable for any and all: (1) liabilities, costs, losses, damages, expenses or claims (including, without limitation, any reduction in the amount value of all the Property or any other items, property or amounts which are collateral or security deposits collected for the Loan) suffered or incurred by Borrower from tenants then Lender by reason of or in residence; failure of Borrower to apply all insurance proceeds and condemnation proceeds as required connection with (a) any fraud or misrepresentation by the Mortgage; failure of Borrower to comply with the requirements in the Mortgage relating to the delivery of books and records, statements, schedules and reports; fraud or any written material misrepresentation by Borrower or any officer, agent, director, partner, member or employee of Borrower in connection with the ApplicationLoan, including but not limited to any misrepresentation of the Borrower contained in any Loan DocumentsDocument, or (b) any request by ▇▇▇▇▇▇▇; failure to apply rentspay taxes, revenues and profits, first, to the payment of reasonable operating expenses insurance premiums (other than Property management fees that are not currently payable) and then to Debt Service Amounts due, except that Borrower will not be personally liable (i) to the extent that Borrower lacks such taxes and insurance premiums are then held by the legal right to direct Lender), assessments, charges for labor or materials or other charges that can create liens on any portion of the disbursement Property, (c) any misapplication of such sums because (i) proceeds of a Permanent Loan Mortgage encumbering insurance covering any portion of the Project, or bankruptcy, receivership or similar judicial proceedingsProperty, or (ii) proceeds of the sale or condemnation of any portion of the Property, (d) any rentals, income, profits, issues and products received by or 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 (excluding any operator's, manager's or developer's fee paid to the Borrower or any affiliate of the Borrower) of the Property, (e) any failure to maintain, repair or restore the Property in accordance with respect any Loan Document to Surplus Cash distributed the extent not covered by insurance proceeds made available to the Lender, (f) any failure by 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 personality 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 calendar year if Borrower has paid all operating expenses and Debt Service Amounts due for that calendar year; Loan Document. Furthermore, no limitation of liability or failure of Borrower recourse provided above in this paragraph shall (x) apply to pay all deductibles required under any of the insurance policies required to be maintained under Section 6.3 of this Agreement. ▇▇▇▇▇▇▇▇ shall become personally liable to Grantee for the repayment of all of the Indebtedness due upon the occurrence of any of the following Events of Default: Borrower’s acquisition of any property or operation of any business not permitted by the Mortgage; or a Transfer that is an Event of Default under the Mortgage. To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 1.4the Lender's rights of recourse to the Property are suspended, Grantee may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether Grantee has exercised reduced or impaired by or as a result of any rights against act, omission or misrepresentation of the Mortaged Property Borrower or any other securityparty now or hereafter liable for any part of the Loan and accrued interest thereon, or pursued any rights against any Guarantor, by or pursued any other rights available to Grantee under the Loan Documents or applicable law. Notwithstanding the foregoing provisions, one or more Guarantors shall be personally liable to Grantee upon the occurrence of an Event of Default by Borrower, and shall agree to pay to Grantee, or its assigns, on demand, all amounts for which Borrower is personally liable under the Loan Documents, including without limitation Section 1.4(b) and (c). The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery as a result of any deed in lieu of foreclosurecase, and any release of record of the Mortgage. Grantee may pursue its remedies against any Guarantor without first exhausting its remedies against action, suit or proceeding to which the Borrower or any such other party, voluntarily becomes a party; or (y) constitute a waiver, forfeiture, abrogation or limitation of or on any right accorded by any law establishing a debtor relief proceeding, including, but not limited to, Title 11, U.S. Code, which right provides for the Projectassertion in such debtor relief proceeding of a deficiency arising by reason of the insufficiency of collateral notwithstanding an agreement of the Lender not to assert such deficiency.