Common use of Personal Liability for Certain Losses Clause in Contracts

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses or expenses incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement. (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of Walgreens.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material intentional misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate other agent or agent representative of Borrower, any SPE Equity Owner or any Guarantor Borrower in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A Any material failure breach by Borrower or the SPE Equity Owner of Article 7 (captioned; Single Purpose Entity Requirements). (d) Failure by Borrower, Texas Equity Owner or Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or the provisions of Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (de) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent or other Operating Income received by Borrower, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) collateral, including but not limited to (x) removal of all or any funds disbursed or advanced by Lender for Reserve Items pursuant to portion of the provisions Personal Property in violation of this the Loan Agreement. Documents and (ey) Fees fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of materialintentional, physical wasteaffirmative waste by Borrower, gross negligence its agents or willful misconduct by the affiliates of Borrower or its agents; (g) Criminal acts or gross negligence of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; (h) Failure by Borrower to purchase and maintain a Rate Cap or Rate Swap in accordance with the terms of this Loan Agreement; (i) All amounts contemplated under Section 11.04; and any real estate or other transfer tax incurred to transfer title to the Property in connection with any foreclosure, deed in lieu of foreclosure or non-judicial sale of the Property following the occurrence of an Event of Default (j) All amounts expended by Lender to protect its interest in the Property or other collateral; (k) All amounts expended by Lender for any real estate or other transfer tax incurred to transfer title to the Property in connection with any foreclosure, deed in lieu of foreclosure or non-judicial sale of the Property following the occurrence of an Event of Default; and (hl) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of WalgreensEnvironmental Indemnity.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure Failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by BorrowerBorrower after the occurrence and during the continuance of an Event of Default, (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.; (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; (i) All amounts contemplated under Section 11.04 and any real estate or other transfer tax incurred to transfer title to the Property in connection with any foreclosure, deed in lieu of foreclosure or non judicial sale of the Property following the occurrence of an Event of Default; (j) Payment of the deductible amount of any casualty insurance maintained in respect of the Property; and (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of Walgreens.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure Failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement. (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder ; (i) All amounts contemplated under Section 11.04 and any real estate or other transfer tax incurred to transfer title to the extent Lender incurs Property in connection with any actual losses foreclosure, deed in lieu of foreclosure or expenses arising out of, or attributable to, non-judicial sale of the circumstances described Property following the occurrence of an Event of Default; and (j) Failure by Borrower to purchase a replacement Rate Cap in clauses (a) through (h) in this accordance with Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of Walgreens2.07 hereof.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor their respective Affiliates in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation Borrower’s or Mortgage Borrower’s misapplication or misappropriation of any provision Net Liquidation Proceeds After Debt Service or other amount due to Lender or any Rents following an Event of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale)Default; (c) A material failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement. (e) Fees or commissions paid by Borrower or Mortgage Borrower, after the occurrence and during the continuance of an Event of Default, to any the Guarantor, any Affiliate, or any principal of Borrower, any the Guarantor or Affiliate, in violation of the Loan Documents; notwithstanding anything in this Agreement to the contrary, Borrower shall be entitled to pay any fees or commissions due to the Property Manager pursuant to the Property Manager Contracts after the occurrence and during the continuance of an Event of Default, in violation of the Loan Documents; (fd) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower, Mortgage Borrower or its either of their agents; (ge) Criminal acts of Borrower, Borrower or any principal of Borrower, Borrower or any Affiliate Mortgage Borrower resulting in the seizure, forfeiture or loss of all or any part of the Property; andProperty or the Collateral; (hf) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to ; (g) Removal or disposal of any portion of the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through Collateral after an Event of Default; and (h) Any breach of any representation, warranty or covenant contained in this Section 12.03 which were caused solely as by acts or omissions 4 of Walgreens, as tenant under the Walgreens Lease or the agents of WalgreensPledge Agreement.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material intentional misrepresentation or intentional failure to disclose a material fact by Borrower, any SPE Equity OwnerGuarantor, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor Borrower in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent and other income derived from the Property received by BorrowerBorrower during the existence of an Event of Default, (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; Leases or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.other contract; (ec) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (fd) Damage to or loss of all or any part of the Property as a result of material, intentional physical waste, gross negligence or willful misconduct waste by Borrower or its agentsBorrower; (ge) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (hf) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges ; (g) Breach or default under the ERISA obligations set forth in Sections 8.26 and 9.15 hereof (including, without limitation, legal fees and costs incurred in the investigations, defense and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion). (h) Violation of any provision of Article 10 hereof; and (i) Failure of Borrower shall incur no personal liability hereunder or the SPE Equity Owner to comply with any provision of Article 7 hereof other than, to the extent Lender incurs due to the economic performance of the Property, any actual losses or expenses arising out ofof Sections 7.02(a)(iv), or attributable to7.02(a)(xiii), the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens7.02(a)(xxi), as tenant under the Walgreens Lease or the agents of Walgreensand 7.02(a)(xxiii).

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure Failure by Borrower or the SPE Equity Owner General Partners to comply with any provision of Article 7 (captioned: Single Purpose Entity Separateness Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by BorrowerBorrower after the occurrence of an Event of Default, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement. (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder ; (i) All amounts contemplated under Section 11.04 and any real estate or other transfer tax incurred to transfer title to the extent Lender incurs Property in connection with any actual losses foreclosure, deed in lieu of foreclosure or expenses arising out of, or attributable to, non-judicial sale of the circumstances described Property following the occurrence of an Event of Default; (j) Payment of the deductible amount of any casualty insurance maintained in clauses respect of the Property; and (ak) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of WalgreensLosses due to Borrower’s failure to pay Taxes and Insurance Premiums when due.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure Failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.; (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder ; and (i) All amounts contemplated under Section 11.04 and any real estate or other transfer tax incurred to transfer title to the extent Lender incurs Property in connection with any actual losses foreclosure, deed in lieu of foreclosure or expenses arising out of, or attributable to, non-judicial sale of the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions Property following the occurrence of Walgreens, as tenant under the Walgreens Lease or the agents an Event of WalgreensDefault.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material intentional misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate other agent or agent representative of Borrower, any SPE Equity Owner or any Guarantor Borrower in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A Any material failure breach by Borrower or the SPE Equity Owner of Article 7 (captioned; Single Purpose Entity Requirements). (d) Failure by Borrower Equity Owner or the Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or the provisions of Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (de) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent or other Operating Income received by Borrower, (iii) Rent paid in advance by tenants under the Leases; (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) collateral, including but not limited to (x) removal of all or any funds disbursed or advanced by Lender for Reserve Items pursuant to portion of the provisions Personal Property in violation of this the Loan Agreement. Documents and (ey) Fees fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of materialintentional, physical wasteaffirmative waste by Borrower, gross negligence its agents or willful misconduct by the affiliates of Borrower or its agents; (g) Criminal acts or gross negligence of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; (h) Failure by Borrower to purchase and maintain a Rate Cap or Interest Rate Swap in accordance with the terms of this Loan Agreement; (i) All amounts contemplated under Section 11.04; and any real estate or other transfer tax incurred to transfer title to the Property in connection with any foreclosure, deed in lieu of foreclosure or non-judicial sale of the Property following the occurrence of an Event of Default (j) All amounts expended by Lender to protect its interest in the Property or other collateral; (k) All amounts expended by Lender for any real estate or other transfer tax incurred to transfer title to the Property in connection with any foreclosure, deed in lieu of foreclosure or non-judicial sale of the Property following the occurrence of an Event of Default; and (hl) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of WalgreensEnvironmental Indemnity.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses out-of-pocket losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or intentional material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure Failure by Borrower SPE Manager, or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication Intentional misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.; (e) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any Guarantor, any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan Documents; (f) Damage to or loss of all or any part of the Property as a result of material, physical intentional waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder ; (i) All amounts contemplated under Section 11.04 with respect to the extent Lender incurs enforcement of any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses Guaranty; and (aj) through (h) in this Section 12.03 which were caused solely as by acts or omissions The occurrence of Walgreens, as tenant under the Walgreens Lease or the agents of Walgreensa Data Delivery Failure.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor Borrower or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor other party in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any iii)any request for Lender's consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: ; No Transfers or Encumbrances; Due On Sale);; Ply Gem Industries (c) A material failure Failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan AgreementAgreement limited, however, to $5,883,333.00; (d) Misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan Agreement; (ii) Rent received by Borrower, Borrower after the occurrence of an Event of Default; (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant iv)tenant security deposits or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.; (e) Fees or commissions paid by any Borrower, after the occurrence and during the continuance of an Event of Default, to any GuarantorGuarantor , any Affiliate, or any principal of Borrower, any Guarantor or Affiliate, in violation of the Loan DocumentsDocuments limited, however, to $5,883,333.000; (f) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents; (g) Criminal acts of Borrower, any principal of Borrower, or any Affiliate resulting in the seizure, forfeiture or loss of all or any part of the Property; and; (h) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder ; (i) All amounts contemplated under Section 11.04 and any real estate or other transfer tax incurred to transfer title to the extent Lender incurs Property in connection with any actual losses foreclosure, deed in lieu of foreclosure or expenses arising out ofnon-judicial sale of the Property following the occurrence of an Event of Default (limited, or attributable tohowever, to $5,883,333.00); and (j) Payment of the circumstances described deductible amount in clauses (a) through (h) excess of $50,000.00 under any casualty insurance maintained in this Section 12.03 which were caused solely as by acts or omissions respect of Walgreens, as tenant under the Walgreens Lease or the agents of WalgreensProperty.

Personal Liability for Certain Losses. Section 12.01 above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all actual losses losses, claims, expenses or expenses other liabilities incurred by Lender arising out of, or attributable to, any of the following: (a) Fraud or material misrepresentation or failure to disclose a material fact by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor their respective Affiliates in connection with (i) the application for the Loan or the execution and delivery of the Loan Documents or making of the Loan, (ii) any financial statement or any other material certificate, report or document required to be furnished by Borrower to Lender herewith or hereafter, or (iii) any request for Lender's ’s consent made during the term of the Loan; (b) A violation of any provision of Article 10 (captioned: No Transfers or Encumbrances; Due On Sale); (c) A material failure by Borrower or the SPE Equity Owner to comply with any provision of Article 7 (captioned: Single Purpose Entity Requirements) or Section 9.13 (captioned: Existence, Change of Name or Location as a Registered Organization) of the Loan Agreement; (d) Misapplication Borrower’s misapplication or misappropriation by Borrower, any SPE Equity Owner, any Guarantor or any Affiliate or agent of Borrower, any SPE Equity Owner or any Guarantor of (i) insurance proceeds or condemnation awards payable to Lender in accordance with the Loan this Agreement; (ii) Rent Receipts received by or on behalf of Borrower, (iii) Rent paid in advance by tenants under the Leases; and (iv) tenant security deposits deposits, if any, or other refundable deposits held by or on behalf of Borrower in connection with Leases; or (v) any funds disbursed or advanced by Lender for Reserve Items pursuant to the provisions of this Loan Agreement.; (ec) Fees or commissions paid by Borrower, after the occurrence and during the continuance of an Event of Default, to any the Guarantor, any Affiliate, or any principal of Borrower, any the Guarantor or Affiliate, in violation of the Loan Documents; notwithstanding anything in this Agreement to the contrary, Borrower shall be entitled to pay any fees or commissions due to the Property Manager or its Affiliates pursuant to the Property Manager Contracts after the occurrence and during the continuance of an Event of Default; (fd) Damage to or loss of all or any part of the Property as a result of material, physical waste, gross negligence or willful misconduct by Borrower or its agents, unless Borrower can demonstrate that such damage or loss was caused by insufficient cash flow from the Property such that repairs and maintenance to the Property could not be performed by Borrower during the period that such damage or loss occurred; (ge) Criminal acts of Borrower, Borrower or any principal of Borrower, or any Affiliate Borrower resulting in the seizure, forfeiture or loss of all or any part of the Property; and (hf) Removal by Borrower of all or any portion of the Personal Property in violation of the Loan this Agreement. Lender acknowledges that Borrower shall incur no personal liability hereunder to the extent Lender incurs any actual losses or expenses arising out of, or attributable to, the circumstances described in clauses (a) through (h) in this Section 12.03 which were caused solely as by acts or omissions of Walgreens, as tenant under the Walgreens Lease or the agents of Walgreens.