Common use of Obligations Are Without Recourse Clause in Contracts

Obligations Are Without Recourse. Anything to the contrary contained in this Security Agreement, the Credit Agreement, the Notes or in any other Operative Agreement notwithstanding, neither the Borrower nor the Holders nor any officer, director, partner or shareholder of any thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Persons"), shall be personally liable in any respect for any liability or obligation arising hereunder or in any other Operative Agreement, including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in the Credit Agreement, the Notes, this Security Agreement or any of the other Operative Agreements. The Agent, on behalf of itself and the Lenders, agrees that, in the event any of them pursues any remedies available to them under the Credit Agreement, the Notes, this Security Agreement, or under any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom, and recourse shall be had solely and exclusively against the Trust Estate or the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Security Agreement, the Credit Agreement, the Notes or in any other Operative Agreement. Notwithstanding the provisions of this paragraph, nothing in this Security Agreement, the Credit Agreement, the Notes or any other Operative Agreement shall: (i) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Security Agreement or the Credit Agreement or secured by this Security Agreement, but the same shall continue until paid or discharged; (ii) relieve the Borrower from liability and responsibility for (but only to the extent of the damages arising by reason of): (a) active waste knowingly committed by the Borrower with respect to any of the Properties or (b) any fraud on the part of the Borrower or any

Obligations Are Without Recourse. Anything to the contrary contained in this Security Agreement, the Credit Agreement, the Notes herein or in any other Operative Agreement Loan Documents or any Officer's Certificate to the contrary notwithstanding, neither the Borrower nor Mortgagee agrees that no recourse shall be had against the Holders nor Mortgagor or any officer, director, constituent partner in the Mortgagor for the payment of interest and principal or shareholder of any thereof, nor any other sums due under the Mortgage Note or the performance of the BorrowerMortgagor's successors or assigns (all such Persons being hereinafter referred obligations under the Loan Documents, except to collectively as the "Exculpated Persons"), shall be personally liable in any respect for any liability or obligation arising hereunder or in any other Operative Agreementproperty and assets of the Mortgagor, including without limitation the property secured by this Mortgage and any other collateral given as security for the payment of the principal ofMortgage Note, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in the Credit Agreement, the Notes, this Security Agreement or any of the other Operative Agreements. The Agent, on behalf of itself and the Lenders, agrees that, in the event any of them that the Mortgagee pursues any remedies available to them it hereunder or under the Credit AgreementMortgage Note or any other Loan Document, the Notes, this Security Agreement, Mortgagee shall not have recourse to the Mortgagor or under any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any Exculpated Person, person for any deficiencydeficiencies, loss losses or claim claims for monetary damages or otherwise resulting therefrom, and recourse none of the property or assets of the Mortgagor or any other persons (other than the Property and the proceeds thereof) shall be had solely subject to levy, execution, garnishment, attachment, foreclosure or other enforcement procedure for the satisfaction of the remedies of the Mortgagee hereunder; provided, however, that the foregoing limitations shall not be construed so as to exonerate or exculpate the Mortgagor or any other person who would otherwise be liable (collectively, the "Parties") from the payment of any liability, loss or damage suffered by the Mortgagee by reason of (i) any misapplication by the Mortgagor or the Parties in violation of the Loan Documents of any funds held by or on behalf of any of them, including without limitation Proceeds, security deposits and exclusively other deposits and reserves of any kind or nature, (ii) any modification of any existing Lease or occupancy agreement in contravention of any term, covenant or condition of any Loan Document, (iii) willful commission of waste against the Trust Estate Property by the Mortgagor or any of the Lessee; but nothing contained herein shall be taken to prevent recourse against Parties, (iv) the intentional or the enforcement of remedies against the Trust Estate in respect willful breach of any and all liabilities, obligations and undertakings contained in this Security Agreement, representations or warranties by the Credit Agreement, Mortgagor or any of the Notes or Parties in any of the Loan Documents or fraud by the Mortgagor or any of the Parties; (v) the seizure or forfeiture of the Property, or any portion thereof or any interest therein, resulting from criminal wrongdoing or other Operative Agreement. Notwithstanding unlawful actions of the Mortgagor or any of the Parties; (vi) the failure of the Mortgagor to pay, in accordance with the provisions of this paragraphthe Mortgage, nothing in this Security AgreementImpositions, insurance premiums, charges for labor or materials or other charges that would if remain unpaid create a lien on the Credit Agreement, the Notes Property or any other Operative Agreement shall: (i) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Security Agreement or the Credit Agreement or secured by this Security Agreement, but the same shall continue until paid or discharged; (ii) relieve the Borrower from liability portion thereof if and responsibility for (but only to the extent that otherwise sufficient Revenues were applied for purposes other than the payment of Operating Expenses and distributed by or to the damages arising by reason of): (a) active waste knowingly committed by the Borrower with respect to any of the Properties or (b) any fraud on the part of the Borrower or anyParty

Obligations Are Without Recourse. Anything to the contrary contained in this Security Agreement, the Credit Agreement, the Notes or Except as otherwise expressly -------------------------------- provided in any other Operative Agreement notwithstandingCredit Document or the Participation Agreement, neither the Borrower nor the Holders nor any officer, director, partner or shareholder of any thereof, Mortgagor nor any of the BorrowerMortgagor's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Persons"), shall ------------------ be personally liable in any respect for any liability or obligation arising hereunder or in under any other Operative Agreement, Credit Document including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in the Credit Agreement, the Notes, this Security Agreement Mortgage or any of the other Operative AgreementsCredit Documents. The Agent, on behalf of itself Lenders and the Lenders, agrees Mortgagee agree that, in the event any of them pursues any remedies available to them under the Credit Agreement, the Notes, this Security Agreement, Mortgage or under any other Operative AgreementCredit Document, neither the Agent Lenders nor the Lenders Mortgagee shall have any recourse against the BorrowerMortgagor, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom, therefrom and recourse shall be had solely and exclusively only against the Trust Estate or the LesseeMortgaged Property; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Mortgaged Property or the Guarantee in respect of any and all liabilities, obligations and undertakings contained in this Security Agreement, the Credit Agreement, the Notes or in any other Operative Agreement. Notwithstanding the provisions of this paragraph, nothing in this Security Agreement, the Credit Agreement, the Notes or any other Operative Agreement shall: Credit Document. The Lenders and the Mortgagee further agree that the Mortgagor shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except -------------------- to the extent that payments of Supplemental Rent applicable to such Supplemental Amounts have been made by the Lessee for application to such Supplemental Amounts (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Mortgagor for the purposes of Section 6(a)(ii) of the Credit Agreement). Notwithstanding the foregoing provisions of this Section, nothing in this Mortgage or any other Credit Document shall (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Security Agreement or the Credit Agreement or secured by this Security AgreementMortgage or any other Credit Document, but the same shall continue until paid or discharged; (ii) relieve the Borrower from liability and responsibility for (but only to the extent of the damages arising by reason of): (a) active waste knowingly committed by the Borrower with respect to any of the Properties or (b) limit the right of any fraud on Lenders or the part Mortgagee to name the Mortgagor as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Borrower Guarantee or anyany other guaranty (whether of payment and/or performance) given to the Lenders or the Mortgagee, or of any indemnity agreement given by the Mortgagor, in connection with the Loans made under the Credit Agreement.

Obligations Are Without Recourse. Anything to the contrary contained in this Security Agreement, the Credit Agreement, the Notes or Except as otherwise expressly -------------------------------- provided in any other Operative Agreement notwithstandingCredit Document or the Participation Agreement, neither the Borrower nor the Holders nor any officer, director, partner or shareholder of any thereof, Grantor nor any of the BorrowerGrantor's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Persons"), shall be ------------------ personally liable in any respect for any liability or obligation arising hereunder or in under any other Operative Agreement, Credit Document including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in the Credit Agreement, the Notes, this Security Agreement Deed of Trust or any of the other Operative AgreementsCredit Documents. The AgentLenders, on behalf of itself the Trustee and the Lenders, agrees Beneficiary agree that, in the event any of them pursues any remedies available to them under the Credit Agreement, the Notes, this Security Agreement, Deed of Trust or under any other Operative AgreementCredit Document, neither the Agent Lenders, the Trustee nor the Lenders Beneficiary shall have any recourse against the BorrowerGrantor, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom, therefrom and recourse shall be had solely and exclusively only against the Trust Estate or the LesseeProperty; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property or the Guarantee in respect of any and all liabilities, obligations and undertakings contained in this Security Agreement, the Credit Agreement, the Notes or in any other Operative Agreement. Notwithstanding the provisions of this paragraph, nothing in this Security Agreement, the Credit Agreement, the Notes or any other Operative Agreement shall: Credit Document. The Lenders, the Trustee and the Beneficiary further agree that the Grantor shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that -------------------- payments of Supplemental Rent applicable to such Supplemental Amounts have been made by the Lessee for application to such Supplemental Amounts (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Grantor for the purposes of Section 6(a)(ii) of the Credit Agreement). Notwithstanding the foregoing provisions of this Section, nothing in this Deed of Trust or any other Credit Document shall (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Security Agreement or the Credit Agreement or secured by this Security AgreementDeed of Trust or any other Credit Document, but the same shall continue until paid or discharged; (ii) relieve the Borrower from liability and responsibility for (but only to the extent of the damages arising by reason of): (a) active waste knowingly committed by the Borrower with respect to any of the Properties or (b) limit the right of any fraud on Lenders, the part Trustee or the Beneficiary to name the Grantor as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Borrower Guarantee or anyany other guaranty (whether of payment and/or performance) given to the Lenders, the Trustee or the Beneficiary, or of any indemnity agreement given by the Grantor, in connection with the Loans made under the Credit Agreement.