Common use of Recourse Provisions Clause in Contracts

Recourse Provisions. Subject to the qualifications below, Lender will not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Loan Agreement, the Note or in any of the Security Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is sought against Borrower or any other Released Parties,’ except that Lender may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender to enforce and realize upon its interests under the Note, this Loan Agreement or the Security Documents or in the Mortgaged Property, or in any other collateral given to Borrower pursuant to this Loan Agreement and the Security Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will be enforceable against Borrower only to the extent of Borrower’s interest in the Mortgaged Property, and Lender, by accepting this Loan Agreement, the Note and the Security Documents, agrees that it will not sxx for, seek or demand any deficiency judgment against Borrower or any of the other Released Parties in any such action or proceeding under, or because of, or in connection with this Loan Agreement, the Note or the Security Documents. The provisions of this section do not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Loan Agreement or any of the Security Documents; (b) impair Lender’s right to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Indenture; (c) affect the validity or enforceability of any guaranty made in connection with the Debt or any of the rights and remedies of Lender thereunder; (d) impair Lender’s right to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Lease; or (f) constitute a waiver of Lender’s right to enforce the liability and obligation of Borrower, by money judgment or otherwise but only to the extent of Borrower’s interest in the Mortgaged Property, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation (including, attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s failure to account for Tenant’s security deposits, if any, for Rents or any other payment collected by Borrower from Tenant under the ‘ Lease in accordance with the provisions of the Loan Documents; (ii) while an Event of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the Debt; (iii) fraud or a material misrepresentation made by Borrower, or the holders of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the Loan Documents; (iv) any attempt by Borrower to divert or otherwise cause to be diverted any amounts payable to Lender or Servicer for Lender’s benefit in accordance with the Loan Documents; (v) the misappropriation or misapplication by Borrower of any insurance proceeds or Condemnation awards relating to the Mortgaged Property; (vi) Borrower’s failure to maintain its existence as a special purpose, “bankruptcy remote” entity, in good standing, as required by Article 6 hereof; (vii) a Transfer in violation of Section 5.02 hereof; or, (viii) any environmental matter(s) adversely affecting the Mortgaged Property which is introduced or caused by Borrower or any member of Borrower. Notwithstanding anything to the contrary in the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Sections 506(a), 5 06(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) if: (A) Borrower fails to provide financial information in accordance with the provisions of, this Loan Agreement; (B) Borrower fails to obtain Lender’s prior written consent to any Transfer as required by this Loan Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01 hereof.

Recourse Provisions. Subject to the qualifications below, Lender will Beneficiary shall not enforce the liability and obligation of Borrower Trustor, to perform and observe the obligations contained in this Loan AgreementDeed of Trust, the Note or in any of the Security other Loan Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ Trustor, except that Lender Beneficiary may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender Beneficiary to enforce and realize upon its interests under the Note, this Loan Agreement Deed of Trust or the Security other Loan Documents or in the Mortgaged Trust Property, the Rents or in any other collateral given to Borrower Beneficiary pursuant to this Loan Agreement Deed of Trust and the Security other Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will shall be enforceable against Borrower Trustor only to the extent of Borrower’s Trustor's interest in the Mortgaged Trust Property, the Rents and Lenderin any other collateral given to Beneficiary, and Beneficiary, by accepting this Loan AgreementDeed of Trust, the Note and the Security other Loan Documents, agrees that it will shall not sxx sue for, seek or demand any deficiency judgment against Borrower Trustor in anx xuch action or proceeding under or by reason of or in connection with this Deed of Trust, the Note or any of the other Released Parties in any such action or proceeding under, or because of, or in connection with this Loan Agreement, the Note or the Security Documents. The provisions of this section do paragraph shall not, however, (ai) constitute a waiver, release or impairment of any obligation evidenced or secured by this Deed of Trust, the Note, this Loan Agreement Note or any of the Security other Loan Documents; (bii) impair Lender’s the right of Beneficiary to name Borrower Trustor, as a party defendant in any action or suit for foreclosure and sale under the Indenturethis Deed of Trust; (ciii) affect the validity or enforceability of any guaranty made in connection with the Debt Loan or any of the rights and remedies of Lender Beneficiary thereunder; (div) impair Lender’s the right of Beneficiary to obtain the appointment of a receiver; (ev) impair the enforcement of the Assignment of LeaseLeases and Rents executed in connection herewith; or (fvi) constitute a waiver of Lender’s the right of Beneficiary to enforce the liability and obligation of BorrowerTrustor, by money judgment or otherwise but only otherwise, to the extent of Borrower’s interest in the Mortgaged Property, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation incurred by Beneficiary (including, including attorneys’ ' fees and costs reasonably incurred) arising out of or in connection with the following: (a) fraud or intentional misrepresentation by Trustor or any Guarantor in connection with the Loan; (b) the gross negligence or willful misconduct of Trustor; (c) physical waste of the Trust Property; (d) the breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Trustor to Beneficiary or in this Deed of Trust concerning Environmental Laws, Hazardous Substances and Asbestos; (e) the removal or disposal of any portion of the Trust Property after an Event of Default; (f) the misapplication or conversion by Trustor of (i) Borrower’s any insurance proceeds paid by reason of any loss, damage or destruction to the Trust Property, (ii) any awards or other amounts received in connection with the condemnation of all or a portion of the Trust Property, (iii) any Rents following an Event of Default or (iv) any Rents paid more than one month in advance; (g) failure to account pay charges for Tenant’s labor or materials or taxes or other charges that can create liens on any portion of the Trust Property; and (h) any security depositsdeposits collected with respect to the Trust Property which are not delivered to Beneficiary upon a foreclosure of the Trust Property or action in lieu thereof, if any, for Rents or except to the extent any other payment collected by Borrower from Tenant under the ‘ Lease such security deposits were applied in accordance with the provisions terms and conditions of any of the Loan Documents; (ii) while an Leases prior to the occurrence of the Event of Default exists, Borrower’s failure that gave rise to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the Debt; (iii) fraud such foreclosure or a material misrepresentation made by Borrower, or the holders of beneficial or ownership interests action in Borrower, in. connection with the financing evidenced by the Loan Documents; (iv) any attempt by Borrower to divert or otherwise cause to be diverted any amounts payable to Lender or Servicer for Lender’s benefit in accordance with the Loan Documents; (v) the misappropriation or misapplication by Borrower of any insurance proceeds or Condemnation awards relating to the Mortgaged Property; (vi) Borrower’s failure to maintain its existence as a special purpose, “bankruptcy remote” entity, in good standing, as required by Article 6 hereof; (vii) a Transfer in violation of Section 5.02 hereof; or, (viii) any environmental matter(s) adversely affecting the Mortgaged Property which is introduced or caused by Borrower or any member of Borrowerlieu thereof. Notwithstanding anything to the contrary in any of the Loan Documents, Documents (i) Lender Beneficiary shall not be deemed to have waived any right which Lender Beneficiary may have under Sections Section 506(a), 5 06(b506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Deed of Trust or to require that all collateral shall continue to secure all of the Debt owing to LenderBeneficiary in accordance with the Loan Documents, and (ii) the Debt will shall become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) ifTrustor in the event that: (A) Borrower the first full monthly payment of principal and interest under the Note is not paid when due; (B) Trustor fails to provide financial information maintain its status as a single purpose entity in accordance with the provisions of, of this Loan AgreementDeed of Trust; (BC) Borrower Trustor fails to obtain Lender’s Beneficiary's prior written consent to any Transfer subordinate financing or other voluntary lien encumbering the Trust Property; (D) Trustor fails to obtain Beneficiary's prior written consent to any assignment, transfer, or conveyance of the Trust Property or any interest therein as required by this Loan AgreementDeed of Trust; (E) a receiver, liquidator or trustee of Trustor or the Guarantor shall be appointed or if Trustor or the Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, Trustor or the Guarantor or if any proceeding for the dissolution or liquidation of Trustor or the Guarantor shall be instituted; or (CF) Borrower fails to satisfy Trustor, any guarantor or any of their respective affiliates or agents hinders, delays or interferes with the provisions exercise by Trustee or Beneficiary of Section 4.01 hereofany of its rights or remedies under the Loan Documents after the occurrence and continuance of an Event of Default.

Recourse Provisions. Subject to (a) Except as otherwise provided herein, in the qualifications belowSecurity Instruments or in the other Security Documents, Lender will the Indenture Trustee shall not enforce the liability and obligation of Borrower the Issuer to perform and observe the obligations contained in this Loan Agreement, the Note Indenture or in any of the Security Documents (other than the Guaranty Agreement) Instruments by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ the Issuer, except that Lender the Indenture Trustee may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender the Indenture Trustee to enforce and realize upon its interests under the Notethis Indenture, this Loan Agreement or the Security Documents or Instruments, the other Security Documents, and the interest in the Mortgaged Property, or in the Rents and any other collateral given to Borrower pursuant to the Indenture Trustee created by this Loan Agreement Indenture, the Security Instruments and the other Security Documents; provided, however, that, except as specifically provided herein, that any judgment in any such action or proceeding will shall be enforceable against Borrower the Issuer only to the extent of Borrower’s the Issuer's interest in the Mortgaged Property, in the Rents and Lenderin any other collateral given to the Indenture Trustee. The Indenture Trustee, by accepting this Loan Agreement, the Note Indenture and the Security DocumentsInstruments, agrees that it will not sxx shall not, except as otherwise provided in this Section 12.17, sue for, seek or demand any deficiency judgment against Borrower or any of the other Released Parties Issuer in any xxy such action or proceeding underproceeding, under or because of, by reason of or under or in connection with this Loan Agreement-88- Indenture, the Note other Security Documents or the Security DocumentsInstruments. The provisions of this section do Section shall not, however, (ai) constitute a waiver, release or impairment of any obligation evidenced or secured by this Indenture, the Note, this Loan Agreement other Security Documents or any the Security Instruments; (ii) impair the right of the Security Documents; (b) impair Lender’s right Indenture Trustee to name Borrower the Issuer as a party defendant in any action or suit for judicial foreclosure and sale under the IndentureSecurity Instruments; (ciii) impair the right of the Indenture Trustee to obtain a deficiency judgment in any action or proceeding in order to preserve its ability to exercise the rights of foreclosure, non-judicial foreclosure, or the exercise of a power of sale, (iv) affect the validity or enforceability of any guaranty indemnity (including, without limitation, the environmental indemnity of even date herewith), guaranty, master lease or similar instrument made in connection with the Debt Notes, this Indenture, the Security Instruments, or any the other Security Documents; (v) impair the right of the rights and remedies of Lender thereunder; (d) impair Lender’s right Indenture Trustee to obtain the appointment of a receiver; (evi) impair the enforcement of the Assignment of LeaseLeases and Rents executed in connection herewith; (vii) impair the right of the Indenture Trustee to enforce the provisions of the Security Instruments; or (fviii) constitute impair the right of the Indenture Trustee to obtain a waiver of Lender’s right to enforce the liability and obligation of Borrower, by money deficiency judgment or other judgment on the Notes against the Issuer if necessary to obtain any insurance proceeds or condemnation awards to which the Indenture Trustee would otherwise but be entitled under the Security Documents; provided however, the Indenture Trustee shall only enforce such judgment to the extent of Borrower’s the insurance proceeds and/or condemnation awards. (b) Anything contained in this Indenture or in any other Security Document to the contrary notwithstanding (except as set forth in the balance of this Section 12.17 or in the Environmental Indemnity), no recourse shall be had for the payment of the principal or interest on this Indenture or for any other portion of the debt hereunder or under the other Security Documents against (i) any Affiliate, parent company, trustee or advisor of the Issuer, any partner in the Issuer, or any member therein; (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), individual or entity to which any ownership interest in the Mortgaged PropertyIssuer shall have been transferred; (iv) any purchaser of any asset of the Issuer; or (v) any other Person, for any deficiency or other sum owing with respect to the Notes or the debt; provided, however, that the foregoing shall not (A) prevent recourse to the assets of the Issuer, or enforcement of any Security Instruments or other instrument or document by which the Issuer is bound pursuant to the Security Documents as set forth above in (a), or (B) be applicable with respect to any Nonrecourse Carveout Indemnitor and the Issuer to the extent Lender incurs of actual Damages to the Indenture Trustee resulting from any lossof the following (collectively, damagethe "Indemnified Liabilities"): (i) Any Waste with respect to the Properties committed or permitted by the Issuer, costany Nonrecourse Carveout Indemnitor or any of their respective Affiliates. (ii) Any material fraud or intentional misrepresentation committed by the Issuer, expenseany Nonrecourse Carveout Indemnitor or any of their respective Affiliates. (iii) The misappropriation or misapplication by the Issuer, liabilityany Nonrecourse Carveout Indemnitor or any of their respective Affiliates (whether occurring prior to or from and after the occurrence of and during the continuation of an Event of Default), claim of any Rents or Net Proceeds, security deposits or other obligation (including, attorneys’ fees and costs reasonably incurred) arising out similar sums paid to or held by the Issuer or any of or their respective Affiliates in connection with the following: (i) Borrower’s failure to account for Tenant’s security deposits, if any, for Rents or any other payment collected by Borrower from Tenant under the ‘ Lease in accordance with the provisions of the Loan Documents; (ii) while an Event of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the Debt; (iii) fraud or a material misrepresentation made by Borrower, or the holders of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the Loan Documents;Properties. (iv) (A) The misappropriation by the Issuer, any attempt by Borrower Nonrecourse Carveout Indemnitor or any of their respective Affiliates of any Net Proceeds, or (B) any Net Proceeds shall not be applied as required hereunder due to divert the acts or otherwise cause to be diverted omissions of the Issuer, any amounts payable to Lender Nonrecourse Carveout Indemnitor or Servicer for Lender’s benefit in accordance with the Loan Documents;any of their respective Affiliates. (v) Any transfers or encumbrances by the misappropriation Issuer of the Properties in violation hereof or misapplication the Security Instruments. (c) Each Nonrecourse Carveout Indemnitor agrees, as evidenced by Borrower of its signature below, and the Issuer agrees that it shall, jointly and severally, indemnify and hold harmless the Indenture Trustee and the Grantor Trust Trustee from and against any insurance proceeds or Condemnation awards relating and all actual Damages to the Mortgaged Property; (vi) Borrower’s failure to maintain its existence as a special purpose, “bankruptcy remote” entity, in good standing, as required by Article 6 hereof; (vii) a Transfer in violation of Section 5.02 hereof; or, (viii) any environmental matter(s) adversely affecting Indenture Trustee and the Mortgaged Property which is introduced Grantor Trust Trustee resulting from or caused by Borrower or any member of Borrower. Notwithstanding anything to the contrary in the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Sections 506(a), 5 06(b), 1111(b) or any other provisions arising out of the Bankruptcy Code to file a claim for Indemnified Liabilities (including, without limitation, the full amount reasonable legal and other expenses of enforcing the obligations of the Debt or to require that all collateral shall continue to secure all of Nonrecourse Carveout Indemnitors and the Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) if: (A) Borrower fails to provide financial information in accordance with the provisions of, Issuers under this Loan Agreement; (B) Borrower fails to obtain Lender’s prior written consent to any Transfer as required by this Loan Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01 hereof.12.17

Recourse Provisions. Subject to the qualifications below, Lender will shall not enforce the liability and obligation of Borrower Borrower, to perform and observe the obligations contained in this Loan AgreementSecurity Deed, the Note or in any of the Security other Loan Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ Borrower, except that Lender may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender to enforce and realize upon its interests under the Note, this Loan Agreement Security Deed or the Security other Loan Documents or in the Mortgaged Property, the Rents or in any other collateral given to Borrower Lender pursuant to this Loan Agreement Security Deed and the Security other Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will shall be enforceable against Borrower only to the extent of Borrower’s interest in the Mortgaged Property, the Rents and in any other collateral given to Lender, and Lender, by accepting this Loan AgreementSecurity Deed, the Note and the Security other Loan Documents, agrees that it will shall not sxx sue for, seek or demand any deficiency judgment against Borrower or any of the other Released Parties in any such action or proceeding under, under or because of, by reason of or in connection with this Loan AgreementSecurity Deed, the Note or any of the Security other Loan Documents. The provisions of this section do paragraph shall not, however, (ai) constitute a waiver, release or impairment of any obligation evidenced or secured by this Security Deed, the Note, this Loan Agreement Note or any of the Security other Loan Documents; (bii) impair Lender’s the right of Lender to name Borrower Borrower, as a party defendant in any action or suit for foreclosure and sale under the Indenturethis Security Deed; (ciii) affect the validity or enforceability of any guaranty or indemnity made in connection with the Debt Loan or any of the rights and remedies of Lender thereunder; (div) impair Lender’s the right of Lender to obtain the appointment of a receiver; (ev) impair the enforcement of the Assignment of LeaseLeases and Rents executed in connection herewith; or (fvi) constitute a waiver of Lender’s the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise otherwise, to the extent of, but only to the extent of Borrower’s interest in the Mortgaged Propertyof, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation incurred by Xxxxxx (including, including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s failure to account for Tenant’s security depositsfraud, if anymaterial internal misrepresentation, for Rents gross negligence or willful misconduct by Borrower or any of its partners (as partners), officers, principals, members, any guarantor or any other payment collected by person authorized to make statements or representations, or act, on behalf of Borrower from Tenant under the ‘ Lease in accordance connection with the provisions of the Loan DocumentsLoan; (ii) while physical waste committed on the Property by Bir; damage to the Property as a result of the intentional misconduct or gross negligence of Borrower or its Governing Entity, or any agent or employee of any such persons acting within the scope of the agency or employment; or the removal of any portion of the Property in violation of the terms of the Loan Documents following an Event of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the DebtDefault; (iii) fraud subject to any right to contest such matters, as provided herein, failure to pay any valid taxes (except to the extent, but only the extent, the entire amount of the unpaid taxes had been paid by Borrower to Lender pursuant to Paragraph 5 of this Security Deed), assessments, mechanic’s liens, materialmen’s liens or a material misrepresentation made by Borrower, other liens which could create liens on any portion of the Property which would be superior to the lien or security title of this Security Deed or the holders of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the other Loan Documents, to the full extent of the amount claimed by any such lien claimant; (iv) any attempt all legal costs and expenses (including attorneys’ fees) reasonably incurred by Borrower to divert Lender in connection with litigation or otherwise cause to be diverted any amounts payable to Lender other legal proceedings involving the collection or Servicer for enforcement of the Loan or preservation of Lender’s benefit in accordance with rights under the Loan Documents, including any costs incurred by Lender arising from or relating to the filing of a petition under the U.S. Bankruptcy Code by or against Borrower, other than those customarily incurred by a lender in realizing upon its lien in an uncontested foreclosure sale after an undisputed default; (v) the misappropriation or misapplication by Borrower internal breach of any insurance proceeds representation, warranty, covenant or Condemnation awards relating to indemnification provision in the Mortgaged PropertyEnvironmental Indemnity; (vi) Borrower’s failure the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to maintain its existence as the Property, (B) any awards or other amounts received in connection with the condemnation of all or a special purposeportion of the Property, “bankruptcy remote” entity, in good standing, as required by Article 6 hereofor (C) any Rents following an Event of Default; (vii) any security deposits or other refundable deposits collected with respect to the Property which are not delivered to Lender upon a Transfer sale or foreclosure of the Property or other action in violation lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of Section 5.02 hereof; or,any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; (viii) failure to maintain any environmental matter(sPolicies required under Paragraph 2 of this Security Deed, or to pay or provide the amount of any insurance deductible, to the extent of the applicable deductible, following a Casualty or other insured event; or (ix) adversely affecting any breach of the Mortgaged Property which is introduced or caused by Borrower or any member representations, covenants and agreements of Borrower. Paragraph (1) of this Security Deed Notwithstanding anything to the contrary in any of the Loan Documents, Documents (i) Lender shall not be deemed to have waived any right which Lender may have under Sections Section 506(a), 5 06(b506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Security Deed or to require that all collateral shall continue to secure all of the Debt owing to LenderLender in accordance with the Loan Documents, and (ii) the Debt will become shall be fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) ifin the event that: (A) Borrower fails to pay the first full monthly payment of principal and interest under the Note when due; (B) the Property or any part thereof becomes an asset in a voluntary bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code; (C) Borrower fails to provide any of the financial information required pursuant to Paragraph 17 of this Security Deed within thirty (30) days after the date upon which such financial information is due and Lender has given at least fifteen (15) days prior written notice to Borrower of such failure by Borrower to provide such information, provided that if such failure to provide such financial information is not reasonably susceptible of cure within such fifteen (15) day period, then Borrower may be permitted up to an additional fifteen (15) days within which to provide such financial information as long as Borrower diligently and continuously pursues such cure; to extent of loss (D) Borrower fails to maintain its status as a single purpose entity as required by, and in accordance with the terms and provisions of, of this Loan AgreementSecurity Deed; (BE) Borrower fails to obtain Lender’s prior written consent to any Transfer subordinate financing or other voluntary lien encumbering the Property or any interests in Borrower; or (F) Borrower fails to obtain Xxxxxx’s prior written consent to any assignment, transfer, or conveyance of the Property or any interest therein as required by this Loan Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01 hereofSecurity Deed.

Recourse Provisions. Subject to the qualifications below, Lender will Beneficiary shall not enforce the liability and obligation of Borrower Trustor to perform and observe the obligations contained in the Note, this Loan Agreement, the Note Deed of Trust or in any of the Security other Loan Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ Trustor, except that Lender Beneficiary may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender Beneficiary to enforce and realize upon its interests under the Note, this Deed of Trust and the other Loan Agreement or the Security Documents Documents, or in the Mortgaged Trust Property, the Rents (as defined in this Deed of Trust), or in any other collateral given to Borrower Beneficiary pursuant to this the Loan Agreement and the Security Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will shall be enforceable against Borrower Trustor only to the extent of BorrowerTrustor’s interest in the Mortgaged Trust Property, in the Rents and Lenderin any other collateral given to Beneficiary. By accepting the Note, by accepting this Loan Agreement, the Note Deed of Trust and the Security other Loan Documents, Beneficiary agrees that it will shall not sxx except as otherwise herein provided, xxx for, seek or demand any deficiency judgment or other monetary judgment against Borrower or any of the other Released Parties Trustor in any such action or proceeding under, under or because of, by reason of or under or in connection with the Note, this Loan Agreement, the Note Deed of Trust or the Security other Loan Documents. The provisions of this section do paragraph shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Loan Agreement or any of the Security Loan Documents; (b) impair Lender’s the right of Beneficiary to name Borrower Trustor as a party defendant in any action or suit for foreclosure and sale under the Indenturethis Deed of Trust; (c) affect the validity or enforceability of any guaranty or indemnity made in connection with the Debt Loan or any of the rights and remedies of Lender the Beneficiary thereunder; (d) impair Lender’s the right of Beneficiary to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of LeaseLeases; or (f) constitute a waiver of Lender’s the right of Beneficiary to enforce the liability and obligation of BorrowerTrustor, by money judgment or otherwise otherwise, to the extent of, but only to the extent of Borrower’s interest in the Mortgaged Propertyof, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation incurred by Beneficiary (including, including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s failure to account for Tenant’s security depositsActual fraud and intentional misrepresentation by Trustor or any of its partners, if anyofficers, for Rents principals, members, any guarantor or any other payment collected by Borrower from Tenant under the ‘ Lease person authorized to make statements or representations, or act, on behalf of Trustor in accordance connection with the provisions of the Loan DocumentsLoan; (ii) while Affirmative acts of physical waste committed on the Trust Property; damage to the Trust Property as a result of the intentional misconduct of Trustor or any of its principals, officers, general partners or members, or any agent or employee of any such persons; or the removal of any portion of the Trust Property in violation of the terms of the Loan Documents following and during the continuance of an Event of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the DebtDefault; (iii) fraud subject to any right to contest such matters, as provided in this Deed of Trust, failure to pay any valid taxes and assessments, mechanic’s liens, materialmen’s liens or a material misrepresentation made by Borrower, other liens which could create liens on any portion of the Trust Property which would be superior to the lien or security title of this Deed of Trust or the holders of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the other Loan Documents, to the full extent of the amount claimed by any such lien claimant; (iv) any attempt all legal costs and expenses (including attorneys’ fees) reasonably incurred by Borrower to divert Beneficiary in connection with litigation or otherwise cause to be diverted any amounts payable to Lender other legal proceedings involving the collection or Servicer for Lenderenforcement of the Loan or preservation of Beneficiary’s benefit in accordance with rights under the Loan Documents, including any costs incurred by Beneficiary arising from or relating to the filing of a petition under the U.S. Bankruptcy Code by or against Trustor, other than those customarily incurred by a Beneficiary in realizing upon its lien in an uncontested foreclosure sale after an undisputed default; provided, however, that no liability for any such costs and expenses shall arise in connection with a bona fide good faith litigation; (v) the misappropriation or misapplication by Borrower breach in any material respect of any insurance proceeds representation, warranty, covenant or Condemnation awards relating indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Trustor to the Mortgaged PropertyBeneficiary or in this Deed of Trust concerning environmental laws, hazardous substances or asbestos; (vi) Borrower’s failure the misapplication or conversion by Trustor of (A) any insurance proceeds paid by reason of any loss, damage or destruction to maintain its existence as the Trust Property, (B) any awards or other amounts received in connection with the condemnation of all or a special purposeportion of the Trust Property, “bankruptcy remote” entity, in good standing, as required by Article 6 hereofor (C) any Rents following and during the continuance of an Event of Default; (vii) any security deposits or other refundable deposits collected with respect to the Trust Property which are not delivered to Beneficiary upon a Transfer sale or foreclosure of the Trust Property or other action in violation lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of Section 5.02 hereofany of the Leases (as defined in this Deed of Trust) prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; or,and (viii) failure to maintain any environmental matter(sPolicies required under Paragraph 2 of this Deed of Trust, or to pay or provide the amount of any insurance deductible, to the extent of the applicable deductible, following a Casualty (as defined in this Deed of Trust) adversely affecting or other insured event (other than a circumstance of non-conformity arising by reason of a change in insurance market circumstance subsequent to the Mortgaged origination of the Loan which prevents such maintenance). With respect to liability arising under clauses (iii) and (viii) above, such liability shall not arise to the extent, but only the extent, the required amounts had been paid by Trustor to Beneficiary pursuant to this Deed of Trust or the failure to pay, maintain or provide in any such case is due to the operation of the Trust Property which is introduced failing to generate revenues sufficient, on a first priority basis, for the payment or caused by Borrower or any member of Borrowermaintenance thereof. Notwithstanding anything to the contrary in the Note or any of the Loan Documents, (iA) Lender Beneficiary shall not be deemed to have waived any right which Lender Beneficiary may have under Sections Section 506(a), 5 06(b506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Deed of Trust or to require that all collateral shall continue to secure all of the Debt owing to LenderBeneficiary in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Trustor in the event that: (i) Trustor fails to pay the first full monthly payment of interest under the Note when due; (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof Trust Property or any other Released Party [part thereof becomes an asset in a voluntary bankruptcy or voluntary insolvency proceeding under the U.S. Bankruptcy Code; (iii) Trustor engages in any business activities other than Borrower]) if: (A) Borrower fails those related to provide financial information the Trust Property or violates the restrictions on indebtedness set forth in accordance with the provisions of, this Loan AgreementDeed of Trust; (Biv) Borrower Trustor fails to obtain LenderBeneficiary’s prior written consent to any Transfer subordinate financing or other voluntary lien encumbering the Trust Property or any interests in Trustor; (v) Trustor fails to obtain Beneficiary’s prior written consent to any assignment, transfer, or conveyance of the Trust Property or any interest therein as required by this Loan AgreementDeed of Trust; or (Cvi) Borrower fails there is an intentional breach of, or deliberate failure to satisfy perform, any of the provisions representations, covenants and agreements of Section 4.01 hereof1(1) of this Deed of Trust occurs.

Recourse Provisions. Subject to the qualifications below, Lender will Beneficiary shall not enforce the liability and obligation of Borrower Trustor to perform and observe the obligations contained in the Note, this Loan Agreement, the Note Deed of Trust or in any of the Security other Loan Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ Trustor, except that Lender Beneficiary may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender Beneficiary to enforce and realize upon its interests under the Note, this Deed of Trust and the other Loan Agreement or the Security Documents Documents, or in the Mortgaged Trust Property, the Rents (as defined in this Deed of Trust), or in any other collateral given to Borrower Beneficiary pursuant to this the Loan Agreement and the Security Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will shall be enforceable against Borrower Trustor only to the extent of BorrowerTrustor’s interest in the Mortgaged Trust Property, in the Rents and Lenderin any other collateral given to Beneficiary. By accepting the Note, by accepting this Loan Agreement, the Note Deed of Trust and the Security other Loan Documents, Beneficiary agrees that it will shall not sxx except as otherwise herein provided, xxx for, seek or demand any deficiency judgment or other monetary judgment against Borrower or any of the other Released Parties Trustor in any such action or proceeding under, under or because of, by reason of or under or in connection with the Note, this Loan Agreement, the Note Deed of Trust or the Security other Loan Documents. The provisions of this section do paragraph shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Loan Agreement or any of the Security Loan Documents; (b) impair Lender’s the right of Beneficiary to name Borrower Trustor as a party defendant in any action or suit for foreclosure and sale under the Indenturethis Deed of Trust; (c) affect the validity or enforceability of any guaranty or indemnity made in connection with the Debt Loan or any of the rights and remedies of Lender the Beneficiary thereunder; (d) impair Lender’s the right of Beneficiary to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of LeaseLeases; or (f) constitute a waiver of Lender’s the right of Beneficiary to enforce the liability and obligation of BorrowerTrustor, by money judgment or otherwise otherwise, to the extent of, but only to the extent of Borrower’s interest in the Mortgaged Propertyof, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation incurred by Beneficiary (including, including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s failure to account for Tenant’s security depositsActual fraud and intentional misrepresentation by Trustor or any of its partners, if anyofficers, for Rents principals, members, any guarantor or any other payment collected by Borrower from Tenant under the ‘ Lease person authorized to make statements or representations, or act, on behalf of Trustor in accordance connection with the provisions of the Loan DocumentsLoan; (ii) while Affirmative acts of physical waste committed on the Trust Property; damage to the Trust Property as a result of the intentional misconduct of Trustor or any of its principals, officers, general partners or members, or any agent or employee of any such persons; or the removal of any portion of the Trust Property in violation of the terms of the Loan Documents following and during the continuance of an Event of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the DebtDefault; (iii) fraud subject to any right to contest such matters, as provided in this Deed of Trust, failure to pay any valid taxes and assessments, mechanic’s liens, materialmen’s liens or a material misrepresentation made by Borrower, other liens which could create liens on any portion of the Trust Property which would be superior to the lien or security title of this Deed of Trust or the holders of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the other Loan Documents, to the full extent of the amount claimed by any such lien claimant; (iv) any attempt all legal costs and expenses (including attorneys’ fees) reasonably incurred by Borrower to divert Beneficiary in connection with litigation or otherwise cause to be diverted any amounts payable to Lender other legal proceedings involving the collection or Servicer for Lenderenforcement of the Loan or preservation of Beneficiary’s benefit in accordance with rights under the Loan Documents, including any costs incurred by Beneficiary arising from or relating to the filing of a petition under the U.S. Bankruptcy Code by or against Trustor, other than those customarily incurred by a Beneficiary in realizing upon its lien in an uncontested foreclosure sale after an undisputed default; provided, however, that no liability for any such costs and expenses shall arise in connection with a bona fide good faith litigation; (v) the misappropriation or misapplication by Borrower breach in any material respect of any insurance proceeds representation, warranty, covenant or Condemnation awards relating indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Trustor to the Mortgaged PropertyBeneficiary or in this Deed of Trust concerning environmental laws, hazardous substances or asbestos; (vi) Borrower’s failure the misapplication or conversion by Trustor of (A) any insurance proceeds paid by reason of any loss, damage or destruction to maintain its existence as the Trust Property, (B) any awards or other amounts received in connection with the condemnation of all or a special purposeportion of the Trust Property, “bankruptcy remote” entity, in good standing, as required by Article 6 hereofor (C) any Rents following and during the continuance of an Event of Default; (vii) any security deposits or other refundable deposits collected with respect to the Trust Property which are not delivered to Beneficiary upon a Transfer sale or foreclosure of the Trust Property or other action in violation lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of Section 5.02 hereofany of the Leases (as defined in this Deed of Trust) prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; or,and (viii) failure to maintain any environmental matter(sPolicies required under Paragraph 2 of this Deed of Trust, or to pay or provide the amount of any insurance deductible, to the extent of the applicable deductible, following a Casualty (as defined in this Deed of Trust) adversely affecting or other insured event (other than a circumstance of non-conformity arising by reason of a change in insurance market circumstance subsequent to the Mortgaged origination of the Loan which prevents such maintenance). With respect to liability arising under clauses (iii) and (viii) above, such liability shall not arise to the extent, but only the extent, the required amounts had been paid by Trustor to Beneficiary pursuant to this Deed of Trust or the failure to pay, maintain or provide in any such case is due to the operation of the Trust Property which is introduced failing to generate revenues sufficient, on a first priority basis, for the payment or caused by Borrower or any member of Borrowermaintenance thereof. Notwithstanding anything to the contrary in the Note or any of the Loan Documents, (iA) Lender Beneficiary shall not be deemed to have waived any right which Lender Beneficiary may have under Sections Section 506(a), 5 06(b506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Deed of Trust or to require that all collateral shall continue to secure all of the Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) if: (A) Borrower fails to provide financial information Beneficiary in accordance with the provisions ofLoan Documents, this Loan Agreement; and (B) Borrower the Debt shall be fully recourse to Trustor in the event that: (i) the Trust Property or any part thereof becomes an asset in a voluntary bankruptcy or voluntary insolvency proceeding under the U.S. Bankruptcy Code; (ii) Trustor engages in any business activities other than those related to the Trust Property or violates the restrictions on indebtedness set forth in this Deed of Trust; (iii) Trustor fails to obtain LenderBeneficiary’s prior written consent to any Transfer subordinate financing or other voluntary lien encumbering the Trust Property or any interests in Trustor; (iv) Trustor fails to obtain Beneficiary’s prior written consent to any assignment, transfer, or conveyance of the Trust Property or any interest therein as required by this Loan AgreementDeed of Trust; or (Cv) Borrower fails there is an intentional breach of, or deliberate failure to satisfy perform, any of the provisions representations, covenants and agreements of Section 4.01 hereof1(1) of this Deed of Trust occurs.

Recourse Provisions. Subject to the qualifications below, Lender will not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Loan Agreement, the Note or in any of the Security Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is sought against Borrower or any other Released Parties,’ , except that Lender may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender to enforce and realize upon its interests under the Note, this Loan Agreement or the Security Documents or in the Mortgaged Property, or in any other collateral given to Borrower pursuant to this Loan Agreement and the Security Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will be enforceable against Borrower only to the extent of Borrower’s 's interest in the Mortgaged Property, and Lender, by accepting this Loan Agreement, the Note and the Security Documents, agrees that it will not sxx xxx for, seek or demand any deficiency judgment against Borrower or any of the other Released Parties in any such action or proceeding under, or because by reason of, or in connection with this Loan Agreement, the Note or the Security Documents. The provisions of this section do not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Loan Agreement or any of the Security Documents; (b) impair Lender’s 's right to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Indenture; (c) affect the validity or enforceability of any guaranty made in connection with the Debt or any of the rights and remedies of Lender thereunder; (d) impair Lender’s 's right to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Lease; or (f) constitute a waiver of Lender’s 's right to enforce the liability and obligation of Borrower, by money judgment or otherwise but only to the extent of Borrower’s 's interest in the Mortgaged Property, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation (including, attorneys’ ' fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s 's failure to account for Tenant’s 's security deposits, if any, for Rents or any other payment collected by Borrower from Tenant under the ‘ Lease in accordance with the provisions of the Loan Documents; (ii) while after an Event of Default existsDefault, Borrower’s 's failure to pay apply 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the Debt; (iii) fraud or a material misrepresentation made by Borrower, or the holders of beneficial or ownership interests in Borrower, in. in connection with the financing evidenced by the Loan Documents; (iv) any attempt by Borrower to divert or otherwise cause to be diverted any amounts payable to Lender or Servicer for Lender’s 's benefit in accordance with the Loan Documents; (v) the misappropriation or misapplication by Borrower of any insurance proceeds or Condemnation awards relating to the Mortgaged Property; (vi) Borrower’s 's failure to maintain its existence as a special purpose, “"bankruptcy remote” " entity, in good standing, as required by Article 6 hereof; (vii) a Transfer in violation of Section 5.02 hereof; or, (viii) any environmental matter(s) adversely affecting the Mortgaged Property which is introduced or caused by Borrower or any member of Borrower. Notwithstanding anything to the contrary in the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Sections 506(a), 5 06(b506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]thereof) if: (A) Borrower fails to provide financial information in accordance with the provisions of, this Loan Agreement; (B) Borrower fails to obtain Lender’s 's prior written consent to any Transfer as required by this Loan Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01 hereof.

Recourse Provisions. Subject to the qualifications below, Lender will not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Loan Agreement, the Note or in any of the Security Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is sought against Borrower or any other Released Parties,’ , except that Lender may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender to enforce and realize upon its interests under the Note, this Loan Agreement or the Security Documents or in the Mortgaged Property, or in any other collateral given to Borrower pursuant to this Loan Agreement and the Security Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will be enforceable against Borrower only to the extent of Borrower’s 's interest in the Mortgaged Property, and Lender, by accepting this Loan Agreement, the Note and the Security Documents, agrees that it will not sxx sue for, seek or demand any deficiency deficxxxcy judgment against Borrower or any of the other Released Parties in any such action or proceeding under, or because by reason of, or in connection with this Loan Agreement, the Note or the Security Documents. The provisions of this section do not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Loan Agreement or any of the Security Documents; (b) impair Lender’s 's right to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Indenture; (c) affect the validity or enforceability of any guaranty made in connection with the Debt or any of the rights and remedies of Lender thereunder; (d) impair Lender’s 's right to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Lease; or (f) constitute a waiver of Lender’s 's right to enforce the liability and obligation of Borrower, by money judgment or otherwise but only to the extent of Borrower’s 's interest in the Mortgaged Property, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation (including, attorneys’ ' fees and costs reasonably incurred) arising out of or in connection with the following: (i) Borrower’s 's failure to account for Tenant’s 's security deposits, if any, for Rents or any other payment collected by Borrower from Tenant under the ‘ Lease in accordance with the provisions of the Loan Documents; (ii) while after an Event of Default existsDefault, Borrower’s 's failure to pay apply 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the Debt; (iii) fraud or a material misrepresentation made by Borrower, or the holders of beneficial or ownership interests in Borrower, in. in connection with the financing evidenced by the Loan Documents; (iv) any attempt by Borrower to divert or otherwise cause to be diverted any amounts payable to Lender or Servicer for Lender’s 's benefit in accordance with the Loan Documents; (v) the misappropriation or misapplication by Borrower of any insurance proceeds or Condemnation awards relating to the Mortgaged Property; (vi) Borrower’s 's failure to maintain its existence as a special purpose, “"bankruptcy remote” " entity, in good standing, as required by Article 6 hereof; (vii) a Transfer in violation of Section 5.02 hereof; or, (viii) any environmental matter(s) adversely affecting the Mortgaged Property which is introduced or caused by Borrower or any member of Borrower. Notwithstanding anything to the contrary in the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Sections 506(a), 5 06(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) if: . (A) Borrower fails to provide financial information in accordance with the provisions of, this Loan Agreement; (B) Borrower fails to obtain Lender’s 's prior written consent to any Transfer as required by this Loan Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01 hereof.

Recourse Provisions. Subject to the qualifications below, Lender will Mortgagee shall not enforce the liability and obligation of Borrower Mortgagor, to perform and observe the obligations contained in this Loan AgreementMortgage, the Note or in any of the Security other Loan Documents (other than the Guaranty Agreement) by any action or proceeding wherein a money judgment or personal liability is shall be sought against Borrower or any other Released Parties,’ Mortgagor, except that Lender Mortgagee may bring a foreclosure action, an action for specific performance or in any other appropriate action or proceeding to enable Lender Mortgagee to enforce and realize upon its interests under the Note, this Loan Agreement Mortgage or the Security other Loan Documents or in the Mortgaged Property, the Rents or in any other collateral given to Borrower Mortgagee pursuant to this Loan Agreement Mortgage and the Security other Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding will shall be enforceable against Borrower Mortgagor only to the extent of Borrower’s Mortgagor's interest in the Mortgaged Property, the Rents and Lenderin any other collateral given to Mortgagee, and Mortgagee, by accepting this Loan AgreementMortgage, the Note and the Security other Loan Documents, agrees that it will shall not sxx xxx for, seek or demand any deficiency judgment against Borrower or any of the other Released Parties Mortgagor in any such action or proceeding under, under or because of, by reason of or in connection with this Loan AgreementMortgage, the Note or any of the Security other Loan Documents. The provisions of this section do paragraph shall not, however, (ai) constitute a waiver, release or impairment of any obligation evidenced or secured by this Mortgage, the Note, this Loan Agreement Note or any of the Security other Loan Documents; (bii) impair Lender’s the right of Mortgagee to name Borrower Mortgagor, as a party defendant in any action or suit for foreclosure and sale under the Indenturethis Mortgage; (ciii) affect the validity or enforceability of any guaranty made in connection with the Debt Loan or any of the rights and remedies of Lender Mortgagee thereunder; (div) impair Lender’s the right of Mortgagee to obtain the appointment of a receiver; (ev) impair the enforcement of the Assignment of LeaseLeases and Rents executed in connection herewith; or (fvi) constitute a waiver of Lender’s the right of Mortgagee to enforce the liability and obligation of BorrowerMortgagor, by money judgment or otherwise but only otherwise, to the extent of Borrower’s interest in the Mortgaged Property, to the extent Lender incurs any loss, damage, cost, expense, liability, claim or other obligation incurred by Mortgagee (including, including attorneys’ ' fees and costs reasonably incurred) arising out of or in connection with the following: (ia) Borrower’s failure to account for Tenant’s security deposits, if any, for Rents fraud or intentional misrepresentation by Mortgagor or any other payment collected by Borrower from Tenant under the ‘ Lease Guarantor in accordance connection with the provisions of the Loan DocumentsLoan; (iib) while an Event the gross negligence or willful misconduct of Default exists, Borrower’s failure to pay 100% of Basic Rent and Additional Rent (other than Excepted Rights and Payments) received by Borrower to repay the DebtMortgagor; (iiic) fraud or a material misrepresentation made by Borrower, or the holders physical waste of beneficial or ownership interests in Borrower, in. connection with the financing evidenced by the Loan Documents; (iv) any attempt by Borrower to divert or otherwise cause to be diverted any amounts payable to Lender or Servicer for Lender’s benefit in accordance with the Loan Documents; (v) the misappropriation or misapplication by Borrower of any insurance proceeds or Condemnation awards relating to the Mortgaged Property; (vid) Borrower’s failure the breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Mortgagor to maintain its existence as a special purposeMortgagee or in this Mortgage concerning Environmental Laws, “bankruptcy remote” entity, in good standing, as required by Article 6 hereofHazardous Substances and Asbestos; (viie) a Transfer in violation the removal or disposal of Section 5.02 hereof; or,any portion of the Mortgaged Property after an Event of Default; (viiif) the misapplication or conversion by Mortgagor of (i) any environmental matter(sinsurance proceeds paid by reason of any loss, damage or destruction to the Mortgaged Property, (ii) adversely affecting any awards or other amounts received in connection with the condemnation of all or a portion of the Mortgaged Property, (iii) any Rents following an Event of Default or (iv) any Rents paid more than one month in advance; (g) subject to the right of Mortgagor to contest pursuant to Paragraph 31 of this Mortgage, failure to pay charges for labor or materials or taxes or other charges that can create liens on any portion of the Mortgaged Property; and (h) any security deposits collected with respect to the Mortgaged Property which is introduced are not delivered to Mortgagee upon a foreclosure of the Mortgaged Property or caused by Borrower action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or any member of Borroweraction in lieu thereof. Notwithstanding anything to the contrary in any of the Loan Documents, Documents (i) Lender Mortgagee shall not be deemed to have waived any right which Lender Mortgagee may have under Sections Section 506(a), 5 06(b506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Mortgage or to require that all collateral shall continue to secure all of the Debt owing to LenderMortgagee in accordance with the Loan Documents, and (ii) the Debt will shall become fully recourse to Borrower (but not any member, partner or beneficiary thereof or any other Released Party [other than Borrower]) ifMortgagor in the event that: (A) Borrower the first full monthly payment of principal and interest under the Note is not paid when due; (B) Mortgagor fails to provide financial information maintain its status as a single purpose entity in accordance with the provisions of, of this Loan AgreementMortgage; (BC) Borrower Mortgagor fails to obtain Lender’s Mortgagee's prior written consent to any Transfer subordinate financing or other voluntary lien encumbering the Mortgaged Property; (D) Mortgagor fails to obtain Mortgagee's prior written consent to any assignment, transfer, or conveyance of the Mortgaged Property or any interest therein as required by this Loan AgreementMortgage; or (CE) Borrower fails a receiver, liquidator or trustee of Mortgagor or the Guarantor shall be appointed or if Mortgagor or the Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to satisfy federal bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Mortgagor or the provisions Guarantor or if any proceeding for the dissolution or liquidation of Section 4.01 hereof.Mortgagor or the Guarantor shall be instituted; however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Mortgagor or the Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days; or (F) Mortgagor, any Guarantor or any of their respective affiliates or agents hinders, delays or interferes with the exercise by Mortgagee of any of its limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Mortgagee in conformity with all applicable state and federal laws governing granting of such security interests;