Common use of Non-Recourse Liability Clause in Contracts

Non-Recourse Liability. Subject to the provisions of ---------------------- Section 21.02 and notwithstanding any other provision in the Notes, the Security Instruments or any other Loan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01), the personal liability (i) of the Borrowers (or any partners thereof) to pay the principal of and interest on the Notes, and for each to pay and perform all of their other Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (a) the real and personal property described as "Property" in any Security Instrument granted by any Owner, (b) the personal property described in and pledged under any other Loan Document executed by any TC Party (including all deposit accounts pledged under the Cap Security Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" and (c) the rents, ---------------- profits, issues, products and income of the Mortgaged Property of the Owners received or collected by or on behalf of the Owners (the "Rents and Profits") to ----------------- the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, to pay principal and interest due under the applicable Notes, any other sums due under the Security Instruments, this Agreement or any other Loan Documents and any other Obligations then due and owing to the Lender, except to the extent that such Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in Section 21.02, the Lender shall not seek (a) any judgment for a deficiency against any TC Party or any heirs, legal representatives, successors or assigns of any TC Party, in any action to enforce any right or remedy under the applicable Notes or Security Instruments, this Agreement or any of the other Loan Documents, or (b) any judgment on any of the applicable Notes or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Security Instruments to enforce the Lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Loan Documents.

Non-Recourse Liability. Subject to the provisions of ---------------------- Section 21.02 and notwithstanding any other provision in the Notes, the Security Instruments or any other Loan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01), the personal liability (i) of the Borrowers (or any partners thereof) to pay the principal of and interest on the Notes, and for each to pay and perform all of their other Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (a) the real and personal property described as "Property" in any Security Instrument granted by any Owner, (b) the personal property described in and pledged under any other Loan Document executed by any TC Party (including all deposit accounts pledged under the Cap Security Agreement, the Capital Improvements Fund Pledge and Security Agreement, the Cash Management Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" PLEDGED PROPERTY") and (c) the rents, ---------------- profits, issues, products and income of the Mortgaged Property of the Owners received or collected by or on behalf of the Owners (the "Rents and ProfitsRENTS AND PROFITS") to ----------------- the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, to pay principal and interest due under the applicable Notes, any other sums due under the Security Instruments, this Agreement or any other Loan Documents and any other Obligations then due and owing to the Lender, except to the extent that such Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in Section 21.02, the Lender shall not seek (a) any judgment for a deficiency against any TC Party or any heirs, legal representatives, successors or assigns of any TC Party, in any action to enforce any right or remedy under the applicable Notes or Security Instruments, this Agreement or any of the other Loan Documents, or (b) any judgment on any of the applicable Notes or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Security Instruments to enforce the Lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Loan Documents.

Non-Recourse Liability. Subject to the provisions of ---------------------- Section 21.02 sections 4.14(b) and 4.14(c) and notwithstanding any other provision in the Related Mortgage Notes, the Security Instruments Mortgages or any other Loan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01)Transaction Document, the personal liability (i) of the Borrowers (Owner, QRS Partner, OP Partner and any other person or any partners thereof) to pay the principal of and interest on the Notes, and for each entity to pay and perform all of their other the Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (ai) the real and personal property described as "Property" in any Security Instrument granted by any Ownerthe Mortgages, (bii) the personal property described in and pledged under any other Loan Document executed by any TC Party Mortgage Document, (including all deposit accounts pledged under the Cap Security Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" and (ciii) the rents, ---------------- profits, issues, products and income of the Mortgaged Property of the Owners Properties received or collected by or on behalf of the Owners Owner (the "Rents and ProfitsRENTS AND PROFITS") while an Event of Default exists to ----------------- the extent such receipts are necessary, first, not used to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, or to pay principal and interest then due and payable under the applicable Related Mortgage Notes, any other sums then due and payable under the Security Instruments, this Agreement Mortgages or any other Loan Documents Mortgage Document (including deposits or reserves due under any Mortgage Document) and any other Obligations then due and owing to the LenderXxxxxx Xxx under this Agreement, except in each case to the extent that such (x) Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sumssums or (y) Xxxxxx Mae was unwilling to disburse such Rents and Profits from the Central Account established pursuant to the Cash Management Agreement. Except as provided in Section 21.02sections 4.14(b) and 4.14(c), notwithstanding the Lender terms and provisions of the Note or any other Transaction Document, Xxxxxx Xxx shall not seek or obtain (aA) any judgment for a deficiency or money damages against any TC Party Owner, QRS Partner or any OP Partner, or Owner's, QRS Partner's or OP Partner's heirs, legal representatives, successors or assigns of any TC Partyassigns, in any action to enforce any right or remedy under the applicable Notes or Security InstrumentsRelated Mortgage Notes, the Mortgages, this Agreement or any of the other Loan Transaction Documents, or (bB) any judgment on any of the applicable Notes Related Mortgage Notes, the Mortgages, this Agreement, any of the other Transaction Documents or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Security Instruments Mortgages to enforce the Lien lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Loan Mortgage Documents, so long as no judgment, order, decree or other relief in the nature of a personal or deficiency judgment is sought to be enforced against Owner, QRS Partner, OP Partner or any other Person.

Non-Recourse Liability. Subject to the provisions of ---------------------- Section 21.02 subsections 3.11(b) and 3.11(c) and notwithstanding any other provision in the Related Mortgage Notes, the Security Instruments Mortgages or any other Loan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01)Transaction Document, the personal liability (i) of the Borrowers (or any partners thereof) Owner, General Partner, each Guarantor and their respective affiliates, shareholders, members, partners, officers, director's and employees to pay the principal of and interest on the Notes, debt evidenced by the Related Mortgage Notes and for each to pay and perform all of their the other Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (ai) the real and personal property described as "Property" in any Security Instrument granted by any Ownerthe Mortgages, (bii) the personal property described in and pledged under any other Loan Document executed by any TC Party Mortgage Document, (including all deposit accounts pledged under the Cap Security Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" and (ciii) the rents, ---------------- profits, issues, products and income of the Mortgaged Property of the Owners Properties received or collected by or on behalf of the Owners Owner (the "Rents and ProfitsRENTS AND PROFITS") to ----------------- the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, to pay principal and interest due under the applicable Related Mortgage Notes, any other sums due under the Security Instruments, this Agreement Mortgages or any other Loan Documents Mortgage Document and any other Obligations then due and owing owning to the LenderXxxxxx Xxx under this Agreement, except to the extent that such Owner did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in Section 21.02sections 3.11(b) and (c), the Lender Xxxxxx Mae shall not seek (aA) any judgment for a deficiency against any TC Party Owner, General Partner or any Guarantor, or Owner's, General Partner's or any Guarantor's heirs, legal representatives, successors or assigns of any TC Partyassigns, in any action to enforce any right or remedy under any of the applicable Notes or Security InstrumentsRelated Mortgage Notes, the Mortgages, this Agreement or any of the other Loan DocumentsTransaction Document, or (bB) any judgment on any of the applicable Related Mortgage Notes or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Security Instruments Mortgages to enforce the Lien lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Loan Mortgage Documents.

Non-Recourse Liability. Subject to the provisions of ---------------------- Section 21.02 section 4.13(b), section 4.13(c) and the Guaranty and notwithstanding any other provision in the Related Mortgage Notes, the Security Instruments Mortgages or any other Loan Documents (including provisions which are not by their terms expressly subject to the provisions of this Section 21.01)Transaction Document, the personal liability (i) of the Borrowers (or any partners thereof) to pay the principal of Borrowers, Guarantor and interest on the Notestheir respective affiliates, shareholders, members, partners, officers, directors and for each employees to pay and perform all of their other the Obligations and for a breach of any of their representations or warranties under the Loan Documents, (ii) of the Guarantors (or any partners thereof) to pay any amounts due under the Guaranties, and (iii) of each of the TC Parties to pay and perform its respective Obligations and for a breach of any of its representations or warranties under the Loan Documents, shall be limited to (ai) the real and personal property described as "Property" in any Security Instrument granted by any Ownerthe Mortgages, (bii) the personal property described in and pledged under any other Loan Document executed by any TC Party Mortgage Document, (including all deposit accounts pledged under the Cap Security Agreement, the Replacement Reserve Agreement and this Agreement)(the "Pledged Property" and (ciii) the rents, ---------------- profits, issues, products and income of the Mortgaged Property of the Owners Properties received or collected by or on behalf of the Owners any Borrower (the "Rents and ProfitsRENTS AND PROFITS") to ----------------- the extent such receipts are necessary, first, to pay the Operating Expenses of the Owners' Mortgaged Properties then due and payable as of the time of receipt of such 108 Rents and Profits, and then, to pay principal and interest due under the applicable Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, any other sums due under the Security Instruments, this Agreement Mortgages or any other Loan Documents Mortgage Document and any other Obligations then due and owing to the LenderFannie Mae under this Agreement, except to the extent that such Owner the Borrowers did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct the disbursement of such sums. Except as provided in Section 21.02section 4.13(b), section 4.13(c) and in the Lender Guaranty, Fannie Mae shall not seek (aA) any judgment for a deficiency against any TC Party of the Borrowers or Guarantor, or any Borrower's or Guarantor's heirs, legal representatives, successors or assigns of any TC Partyassigns, in any action to enforce any right or remedy under any of the applicable Notes or Security InstrumentsRelated Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement, the Mortgages, this Agreement or any of the other Loan DocumentsTransaction Document, or (bB) any judgment on any of the applicable Notes Related Mortgage Notes, the Custodial Receipts L/C Reimbursement Agreement or the Obligations of any TC Party under the Loan Documents except as may be necessary in any action brought under any of the Security Instruments Mortgages to enforce the Lien lien against the Mortgaged Property encumbered thereby or to exercise any other remedies to realize against any of the Collateral under any other Loan Mortgage Documents.