Common use of Nonrecourse Clause in Contracts

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, “Supplemental Amounts”) except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, the Guaranty, the Deed of Trust or (c) relieve any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; Exculpated Person from liability and responsibility for (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, but only to the extent of actual monetary loss, damages arising by reason of) active waste knowingly committed by any Exculpated Person with respect to any Property or any other remedy at law fraud, gross negligence or in equity against Maker willful misconduct on the part of any Exculpated Person, (d) relieve any Exculpated Person from liability and responsibility for (but only to the extent of the monies misappropriated, misapplied or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: not turned over) (i) except for Excepted Payments, misappropriation or misapplication by the failure of Maker or Guarantor Lessor (i.e., application in a manner contrary to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event Operative Agreements) of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating award paid or delivered to the Property Lessor by any Person other than the Agent, (ii) except for Excepted Payments, any deposits or any escrows or amounts owed by the Construction Agent under the Agency Agreement held by the Lessor or (iii) except for Excepted Payments, any rent or other collateral income received by the Lessor from the Lessee that is not turned over to the Agent; (e) affect or in any way limit the Agent’s rights and remedies under any Operative Agreement with respect to the Rents and rights and powers of the Agent under the Operative Agreements or to obtain a judgment against the Lessee’s interest in the manner required under applicable provisions of Properties or the Deed of Trust Agent’s rights and powers to obtain a judgment against the Lessor (provided, that no deficiency judgment or other Loan Documents; (viii) money judgment shall be enforced against any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and Exculpated Person except to the extent such consent is required under of the Loan Documents and if and Lessor’s interest in the Trust Estate (excluding Excepted Payments) or to the extent such modification, termination or cancellation has a material adverse effect on the value Lessor may be liable as otherwise contemplated in clauses (c) and (d) of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Propertythis Section 9.18); or (xf) costs and expensesaffect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, includingthe Agent or the Lenders, without limitationor of any indemnity agreement given by the Borrower, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth (a) Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereunder, and for performance of any covenants contained in any of the Loan Documents to the extent, but only the extent, of Lender's security for the same, including, without limitation, all properties, rights, estates, and interests covered by this Agreement and the Loan Documents. No attachment, execution or other writ of process shall be sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interest described in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust Agreement and the other Loan Documents Documents. In the event of foreclosure of such title, liens, mortgages or security interests, by private power of sale or otherwise, no judgment for any deficiency upon such indebtedness, sums and amounts shall be limited sought or obtained by Lender against Borrower. (b) Subject to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month limitations set forth in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: Subparagraph (a) Holder mayabove, nothing herein contained shall be construed to prevent Lender from exercising and enforcing any other remedy allowed at law or in accordance with equity or by any statute or by the terms of this Noteany of the Loan Documents. (c) Notwithstanding the foregoing provisions of Subparagraphs (a) and (b) above, the Guaranty, or any provision of the Deed of Trust or any of the other Loan Documents: (i) foreclose Document to the lien contrary, no limitation of liability set forth herein, in the Deed of Trust; (ii) Trust or in any other Loan Documents shall be deemed to limit any right Lender might otherwise have to obtain injunctive relief against Borrower or any partner of Borrower related to the Leasehold Interest or the Improvements or any personal property security or to take appropriate any action to preserve, enforce or foreclose the Deed liens, mortgages, assignments and security interests now or at any time hereafter securing the payment and performance of Trust, the Guaranty, this Note all sums and obligations hereunder or any of the Loan Documents, or to collect rents or to collect amounts which may become owing or payable under or on account of insurance, condemnation awards or damages for other Loan Documents public actions or surety bonds maintained or provided by Borrower. (d) In addition to realize upon and/or protect the Loan Collateral; (iii) name Maker foregoing provisions of this Section 9.29, neither the limitation of liability set forth herein, or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise Document: (i) shall apply to any damages sustained by Lender by reason of: (A) any misrepresentation by Borrower or any partner of any remedy is limited Borrower proving to have been an intentional or fraudulent misrepresentation when made, (B) waste or intentional damage to the Loan Collateral; (iv) pursue all Property or Improvements thereon by Borrower or any partner of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property;Borrower, (bC) Holder may seek damages or other monetary relief, to the extent any breach of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, Borrower's obligations under any nonrecourse exception indemnity agreements Section 8.03 ------------ hereof, ("Nonrecourse Indemnitors") by reason of or in connection with: (iD) the failure of Maker Borrower or Guarantor any partner of Borrower to pay any income or other taxes, assessments or charges attributable to Holder, upon demand, all rents, issues and profits the Borrower or such partner (as the case may be) which can create liens on any portion of the Property Leasehold Interest or Improvements (to which Holder is entitled pursuant the full extent of any such taxes, assessments or other charges) as to this NoteBorrower or the partner who fails to pay such taxes, assessments or charges, or (E) the Guarantymaking of any payment or any distribution (cash, profits, fees or otherwise) of any assets of Borrower to any partner of Borrower or to any affiliate of a partner of Borrower without the prior written consent of Lender; and (ii) shall apply should Borrower, or any partner of Borrower, claim or contend at any time that the Deed of Trust securing the Loan is, for any reason, invalid or unenforceable to an extent that would: (A) preclude Lender from foreclosing the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, causing a trustee's sale in connection with the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: a Default hereunder, or (iB) fraud preclude Lender from foreclosing or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any otherwise enforcing its security interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, personal property covered by the Deed of Trust or the other Security Agreement upon the occurrence of a Default hereunder. (e) Nothing herein contained shall limit or be construed to limit the personal liability and obligations of Borrower in the event that and to the extent that after a Default or an event or circumstance that with the passage of time, the giving of notice, or both, could constitute a Default, Borrower collects any rents, issues or profits of the Leasehold Interest or the Improvements or derived from the Leasehold Interest or the Improvements and does not apply the same to the normal operating expenses of the Leasehold Interest or the Improvements or any payments due under any of the Loan Documents; , it being intended hereby that Borrower shall be personally liable and obligated hereunder to the full extent of such rentals and other items so collected and not so applied, and that Lender or (iii) the incurrence by Maker other holder hereof or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, Original Note or any of the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred shall not be limited in the ordinary course any way in enforcing such personal liability and obligations of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithBorrower.

Nonrecourse. Except as otherwise set forth in this ParagraphThe Borrower and its successors and assigns shall only be liable upon the indebtedness evidenced by the Funding Agreement, ▇▇▇▇▇▇'s recourse and sums or amounts to accrue or to become payable thereunder or under this NoteMortgage or either of them, to the Guarantyextent of the nonrecourse security granted under the Funding Agreement, Mortgage or other Indenture. If a default occurs, any judicial proceedings or enforcement of the Deed of Trust remedies under the Funding Agreement and this Mortgage against the other Loan Documents Borrower and its successors and assigns shall be limited to the Property preservation, enforcement and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out foreclosure of the Property which liens, estates, assignments, titles, rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought, issued or levied upon the assets, property or funds of the Borrower or its successors and assigns other than the properties, rights, estates and interests of the Borrower as are given identified as collateral security in the Funding Agreement, this Mortgage or in any other Indenture. In the event of a foreclosure or other disposition as provided for in the Funding Agreement, Mortgage or other Indenture of such liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale, no judgment for the Guarantydeficiency of such indebtedness, sums and any other collateral given in writing to Holder as security for repayment of amounts shall be sought or obtained against the Guaranty Borrower or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")its partners and/or their successors and assigns. Notwithstanding the preceding sentenceforegoing provisions of this Paragraph, nothing herein contained shall limit or restrict the ability of the Lender to seek or obtain a judgment against the Borrower or its successors and assigns for: (a) Holder may, in accordance with 1. Indemnification under Article XXI of the terms of this Note, the Guaranty, the Deed of Trust or any Funding Agreement and under equivalent provisions of the other Loan Documents: (i) foreclose loan documents; provided, however the lien foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the Deed of Trustloan; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertythereof; (b) Holder may seek damages 2. Liability for intentional waste, destruction or other monetary relief, damage to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act part 3. All material low income housing affordability obligations under the Funding Agreement; provided, however the foregoing is not intended to make the Borrower or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues its successors and profits from the Property prior to assigns personally liable for the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (principal and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or due under the other Loan Documents loan; 4. Application of proceeds paid under any insurance policies by reason of damage, loss or destruction to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the full extent that such consent is required proceeds are payable or should be payable to the Lender under the Loan Documents and if and terms of the Mortgage, subject to any subordination to the extent such modification, termination Superior Mortgages; 5. Application of proceeds or cancellation has a material adverse effect on awards resulting from the value of the Property; (ix) a default by Guarantor under any lease of all condemnation or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder other taking in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise condemnation, relating to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation other than to the reasonable costs of the terms restoration of the Property or to the obligations of the Borrower under the loan documents, subject to any subordination to the Superior Mortgages; 6. Failure by the Borrower to cause to be maintained upon the Property the insurance coverage required under this NoteMortgage; 7. Costs to restore the Property as a result of a casualty if the insurance proceeds are applied to restoration, to the Guarantyextent the costs of such restoration are not reimbursed by insurance other than due to the fault of the insurance company; and 8. Any liability, damage, cost or expense incurred by the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor Lender as a result of any indebtedness in violation of fraud, misrepresentation or bad faith by the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithBorrower.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce this Note, the Deed of Trust, Trust and the Guaranty, this Note and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust or other Loan Documentsany Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇Holder, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any general partners of their general partnersMaker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for this Note and the Guaranty, ▇▇▇▇ Note and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of TrustMortgage; (ii) take appropriate action to enforce the Deed of Trustthis Note, the Guaranty▇▇▇▇ Note, this Note the Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyherewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or any of the other Loan Documents Related Agreements prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust ▇▇▇▇ Note, the Mortgage or other Loan Documentsany Related Agreement; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, Note or the Guaranty ▇▇▇▇ Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their its sole or general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty▇▇▇▇ Note, the Deed of TrustMortgage, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty▇▇▇▇ Note, the Deed of Trust Mortgage or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphIndenture or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Certificate Holders, the GuarantyTrust Company, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds nor any officer, director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for Issuer's or the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Trust Company's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Person"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantySecurities, or for monetary damages for the Deed breach of Trust performance of any of the representations, warranties, agreements, undertakings or covenants of the Issuer contained in this Indenture or any of the other Loan Documents: Operative Agreements, and the Trustee and each Holder, by accepting a Security, agree that, in the event any of them pursues any remedies available to them under this Indenture or any other Operative Agreement, neither the Trustee nor the Holders shall have any recourse against the Certificate Holders, the Trust Company, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Issuer and the Collateral and, to the extent provided therefore in the Hanover Guarantee, the Hanover Guarantors; provided, however, each Exculpated Person shall remain liable for its own gross negligence or willful misconduct and for any breach by such Exculpated Person of any covenant or representation undertaken or made by it in its individual capacity as provided herein or in the other Operative Agreements. Nothing contained herein shall be taken to prevent recourse against the enforcement of remedies against the Collateral in respect of any and all liabilities, obligations and undertakings contained in this Indenture or any other Operative Agreement. Notwithstanding the foregoing provisions of this Section 9.8, nothing in this Indenture or any other Operative Agreement shall (ia) foreclose constitute a waiver, release or discharge of any obligation evidenced or secured by this Indenture or any other Security Document, (b) limit the lien right of the Deed of Trust; (ii) take appropriate action Trustee or any Holder to enforce name the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor Issuer as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Hanover Guarantee or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements guaranty ("Nonrecourse Indemnitors"whether of payment and/or performance) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior given to the payment of operating expenses Trustee or the provision for reservesHolders, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentIssuer, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithSecurities issued hereunder.

Nonrecourse. Except as otherwise set forth in this ParagraphNo direct or indirect owner of Maker, ▇▇▇▇▇▇'s recourse nor any officer, director, manager, advisor, trustee, employee, agent or representative of Maker, shall be personally liable for the payment of any Indebtedness due hereunder or under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral or for the Guaranty, and performance of any other collateral given in writing to Holder as security for repayment obligations of the Guaranty Maker hereunder or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of under the other Loan Documents: (i) , nor, except as expressly provided below in this Section 14, shall Maker be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Principal Indebtedness or interest thereon will be enforced against the Maker personally or against any property of the Maker other than the Security and any other security furnished under the Loan Documents in any action to foreclose the lien of Portfolio Mortgages or to otherwise realize upon any security furnished under the Deed of Trust; (ii) take appropriate action Loan Documents or to enforce the Deed of Trust, the Guaranty, this Note and collect any of amount payable hereunder or under the other Loan Documents to realize upon and/or protect Documents. Nothing herein contained, however, shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteDocuments permit, including, without limitation, the Guarantyright to bring actions or proceedings against Maker and to enter a judgment against Maker, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property other than the Security furnished to Holder under any of the Loan Documents. Notwithstanding any of the foregoing: (a) Maker shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Collateral; Documents: (i) Maker misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such misappropriation; (ii) Maker misappropriates any security deposits or reserves attributable to the Real Property, To the extent of such misappropriation; (iii) Maker collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) pursue all Maker commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of its rights and the Real Property, To the extent of any remedies against any guarantor available at law or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and in equity; (v) pursue all Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of its rights the indebtedness then due and remedies against payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the indemnitors under that certain Environmental Indemnity Agreement Loan Documents, and Maker fails to make such payments or deposits when due, To the extent of even any funds diverted by Maker (or anyone acting on Maker’s behalf) from such payments or expenses during the period six (6) months prior to Holder’s notice of acceleration through the date herewith related Holder takes title to the Real Property;; and (vi) Maker or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that a casualty or liability occurs or arises and insurance proceeds would have been available had such insurance been maintained, In the amount of the loss incurred as the result of such uninsured casualty or uninsured liability. (b) Holder may seek damages There shall be no limitation on or other monetary relief, prejudice to the extent rights of actual monetary loss, Holder to proceed against any person or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensesentity, including, without limitation, attorney's fees and transfer taxesMaker, incurred by or on the exercise of any of Holder’s rights under any indemnity from Maker to Holder; (c) There shall be no limitation on or prejudice to the rights of Holder in connection to proceed against any entity or person whatsoever, including, without limitation, Maker, with respect to the enforcement of this Note, any guarantees of the Guaranty, the Deed of Trust Principal Indebtedness or other sums due hereunder or under any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpayment.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse other than in the case of fraudulent conduct or wilful misconduct by such Person, except for the obligations of the Trust Company under this Notethe Trust Agreement, Section 5 of the Guaranty, the Deed of Trust Lease and the other Loan Documents shall be limited to representations and warranties of the Property and Trust Company in Section 7.4 of the proceeds Participation Agreement, neither the Borrower nor any officer, director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, Operative Agreements. The Administrative Agent and the indemnitors/guarantorsLenders agree that, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary)of them pursues any remedies available to them under this Agreement, Maker, Guarantor the Notes or any principal of either opposes other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any motion by Holder recourse against the Borrower, nor any other Exculpated Person, for relief from any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Automatic Stay; and (c) Maker, Guarantor, any of their general partners Collateral and the Nonrecourse Indemnitor(s)Guarantors; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Properties or any other Collateral in respect of any and all liabilities, if any, shall become personally liable for payment of all the indebtedness evidenced by obligations and undertakings contained in this NoteAgreement, the Guaranty and performance of all Notes or any other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Operative Agreement. The Administrative Agent and the other Loan Documents upon Lenders further agree that the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, Borrower shall not be responsible for any costs and expenses incurred by Holder in connection with the collection payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent applicable to such Supplemental Amounts have been made by the Lessee for which Maker, Guarantor, application to such Supplemental Amounts (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of their such Supplemental Amounts shall nevertheless be deemed to constitute a default by the general partners, if any, and Borrower for the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpurposes of Section 6.1(a)(ii)).

Nonrecourse. Except as otherwise set forth in this ParagraphThe Borrower and its successors and assigns shall only be liable upon the indebtedness evidenced by the HOME Agreement, ▇▇▇▇▇▇'s recourse and sums or amounts to accrue or to become payable thereunder or under this Mortgage or the note or any of them, to the extent of the nonrecourse security granted under this Mortgage. If a default occurs, any judicial proceedings or enforcement of the remedies under this Mortgage, the Note, the Guaranty, the Deed of Trust HOME Agreement and the other Loan Documents Declaration of Covenants and Restrictions against the Borrower and its successors and assigns shall be limited to the Property preservation, enforcement and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out foreclosure of the Property which liens, estates, assignments, titles, rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought, issued or levied upon the assets, property or funds of the Borrower or its successors and assigns other than the properties, rights, estates and interests of the Borrower as are given identified as collateral security in this Mortgage. In the event of a foreclosure or other disposition as provided for in this Mortgage of such liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale, no judgment for the Guarantydeficiency of such indebtedness, sums and any other collateral given in writing to Holder as security for repayment of amounts shall be sought or obtained against the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")Borrower its members and/or its successors and assigns. Notwithstanding the preceding sentenceforegoing provisions of this Paragraph, nothing herein contained shall limit or restrict the ability of the Lender to seek or obtain a judgment against the Borrower or its successors and assigns for: (a) Holder may, in accordance with 1. Indemnification under Article XXII of the terms of this Note, the Guaranty, the Deed of Trust or any HOME Agreement and under equivalent provisions of the other Loan Documents: (i) foreclose loan documents; provided, however the lien foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyloan; (b) Holder may seek damages 2. Liability for intentional waste, destruction or other monetary relief, damage to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act part thereof; 3. All obligations under the Declaration of Covenants and Restrictions; provided, however the foregoing is not intended to make the Borrower or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues its successors and profits from the Property prior to assigns personally liable for the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (principal and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or due under the other Loan Documents loan; 4. Application of proceeds paid under any insurance policies by reason of damage, loss or destruction to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the full extent that such consent is required proceeds are payable or should be payable to the Lender under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement terms of this NoteMortgage, subject to any subordination agreement executed by the Guaranty, Lender; 5. Application of proceeds or awards resulting from the Deed of Trust condemnation or any of the other Loan Documents or taking in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise condemnation, relating to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation other than to the reasonable costs of the terms restoration of the Property or to the obligations of the Borrower under the loan documents, subject to any subordination agreement executed by the Lender; 6. Failure by the Borrower to cause to be maintained upon the Property the insurance coverage required under this NoteMortgage; and 7. Any liability, damage, cost or expense incurred by the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor Lender as a result of any indebtedness in violation of fraud, misrepresentation or bad faith by the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithBorrower.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no officer, director or shareholder (other than a Credit Party) of any party to any Operative Agreement shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any officer, director or shareholder (iother than a Credit Party) foreclose of any party to any Operative Agreement, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the lien Trust Estate and the Credit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; -------------------- Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s ’s recourse under this Note, the GuarantyDeed of Trust, the Deed of Trust Other Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property, the Other Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker or the owner arising out of the Property and the Other Property which are given as collateral for the Guaranty, this Note and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "“Loan Collateral"”). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the GuarantyDeed of Trust, the Deed of Trust Other Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of TrustTrust or the Other Mortgage; (ii) take appropriate action to enforce this Note, the Deed of Trust, the Guaranty, this Note Other Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the GuarantyDeed of Trust, the Deed of Trust Other Mortgage or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("“Nonrecourse Indemnitors"”) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust or other Loan Documentsany Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's ’s prior written consent, if and to the extent such consent is required under the Loan Documents Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Colorado, Boulder County, Colorado or other governmental authority with jurisdiction over the Property relating to this Note, the Deed of Trust or any Related Agreement; or (xxi) costs and expenses, including, without limitation, attorney's ’s fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇Holder, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment appointment, of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any general partners of their general partnersMaker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' ’ fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this ParagraphSection, ▇▇▇▇▇▇and subject to Section 3.12 hereof, Beneficiary's recourse under this NoteDeed of Trust, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Grantor arising out of the Property which are given as collateral for the GuarantyNote, and any other collateral given in writing to Holder Beneficiary as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (aA) Holder Beneficiary may, in accordance with the terms of this NoteDeed of Trust, the Guaranty, the Deed of Trust Note or any of the other Loan DocumentsRelated Agreement: (i1) foreclose the lien of the this Deed of Trust; (ii2) take appropriate action to enforce the this Deed of Trust, the Guaranty, this Note and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii3) name Maker or Guarantor Grantor as a party defendant in any action brought under this NoteDeed of Trust, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv4) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorGrantor; and (v5) pursue all of its rights and remedies against Grantor and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (bB) Holder Beneficiary may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorGrantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i1) the failure of Maker or Guarantor Grantor to pay to HolderBeneficiary, upon demand, all rents, issues and profits of the Property to which Holder Beneficiary is entitled pursuant to this NoteDeed of Trust, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii2) any waste of the Property or any willful act or omission by Maker or Guarantor that Grantor which damages or materially reduces the value of the Property; (iii3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this NoteDeed of Trust, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorGrantor; (iv4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Deed of Trust, the Note or any Related Agreements; (v5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Deed of Trust, the Note or any Related Agreements; (vii7) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the this Deed of Trust Trust, the Note or other Loan Documentsany Related Agreements; (viii) 8) any modification, termination or cancellation of any lease of all or any portion of the Property without HolderBeneficiary's prior written consent, if and to the extent such consent is required under the Loan Documents Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix9) a default by Guarantor Grantor under any lease of all or any portion of the Property; or (x10) costs and expenses, including, without limitation, attorney's attorneys' and paralegals' fees and transfer taxes, incurred by Holder Beneficiary in connection with the enforcement of this NoteDeed of Trust, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (bB) or (cC) as an exception to the nonrecourse provisions, or if Maker or Guarantor the Grantor or any principal of either Grantor objects to any actions taken by Holder Beneficiary to exercise its remedies under this NoteDeed of Trust, the Guaranty, Note or the Deed Related Agreements; Grantor or principal of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals Grantor commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇Beneficiary, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor Grantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Grantor or any principal of either Grantor opposes any motion by Holder Beneficiary for relief from the Automatic Stay; and (cC) Maker, GuarantorGrantor, any of their general partners of Grantor and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor Grantor under this NoteDeed of Trust, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, GuarantorGrantor, any general partners of their general partnersGrantor, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents Note, the Related Agreements or any request for any action or consent by HolderBeneficiary; (ii) a Transfer of any interest in Maker or Guarantor Grantor or all or any portion of the Property or any interest therein in violation of the terms of this NoteDeed of Trust, the Guaranty, the Deed of Trust Note or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor Grantor of any indebtedness in violation of the terms of this NoteDeed of Trust, the Guaranty, the Deed of Trust Note or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, GuarantorGrantor, any of their general partners of Grantor and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder Beneficiary in connection with the collection of any amounts for which MakerGrantor, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphSection 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.,

Nonrecourse. Except as otherwise set forth hereinafter in this ParagraphSection and in Section 15 of the Note specifically provided, ▇▇▇▇▇▇'s recourse Grantor shall not be personally liable for the payment of any sums due hereunder or the performance of any obligations of Grantor hereunder or under this Note, the Guaranty, the Deed of Trust and the any other Loan Documents shall be limited to Document. No judgment for the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out repayment of the Property which are given as collateral for Indebtedness will be enforced against the Guaranty, undersigned personally or any property of the Grantor other than the Security and any other collateral given security furnished under the Loan Documents in writing any action to Holder as foreclose this Deed or to otherwise realize upon any security for repayment of furnished under the Guaranty Loan Documents or this Note (all of to collect any amount payable under the foregoing are collectively referred to as the "Loan Collateral")Documents. Notwithstanding the preceding sentenceforegoing: (a) Holder may, in accordance with Nothing herein contained shall be construed as prohibiting Grantee from exercising any and all remedies which the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents permit, including the right to realize upon and/or protect the Loan Collateral; (iii) name Maker bring actions or Guarantor as proceedings against Grantor and to enter a party defendant in any action brought under this Notejudgment against Grantor, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property of Grantor other than the security furnished under the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the PropertyDocuments; (b) Holder may seek damages Grantor shall be fully and personally liable for (i) misapplying any condemnation awards or other monetary reliefinsurance awards attributable to the Security, to the full extent of actual monetary losssuch awards so misapplied, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) misapplying any waste security deposits attributable to the Security, to the full extent of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; such deposits so misapplied, (iii) collecting any rents in advance in violation of any covenant contained in the distribution of rentsLoan Documents, issues and profits from the Property prior to the payment full extent of operating expenses or the provision for reservessuch rents so collected in advance, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law committing fraud, misrepresentation or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business waste in connection with the operation of the Property. In additionSecurity or the making of the loan evidenced hereby, Makerto the full extent of any loss, Guarantordamage, expense or costs (including reasonable attorneys' fees) incurred by Grantee resulting from such fraud, misrepresentation or waste, (v) failing to pay any debt service on any indebtedness related to the Security, operating and maintenance expenses, insurance premiums, deposits into a reserve for replacements or other sums required by the Loan Documents, but only to the extent of any gross revenues from the Security during the period beginning twelve (12) months prior to a notice of acceleration to Grantor through the date of foreclosure or deed in lieu of foreclosure that were available to pay such expenses but were not so used, (vi) failing to pay real estate taxes and assessments which are a lien against the Security during the period of Grantor's ownership (excluding any period during which a receiver for the Security has been appointed by a court of competent jurisdiction), to the full extent of such unpaid taxes (excluding, however, any such real estate taxes and assessments for which funds shall have been escrowed by Grantor with or for the benefit of their general partners Grantee for the payment thereof as provided in Section 5 hereof), and (vii) failing to maintain the Nonrecourse Indemnitorslevels of insurance required under this Deed or any other of the Loan Documents, if any, to the full extent of any insurance proceeds that would have been available had such levels of insurance been maintained; (c) There shall be responsible for no limitation, in any costs and expenses incurred by Holder in connection with the collection event of any amounts for which Maker, Guarantor, any of their the general partners, if anyGrantor's personal liability under, and the Nonrecourse Indemnitorsexercise of any of Grantee's rights under any indemnity from Grantor to Grantee including but not limited to, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewiththe Environmental Indemnification Agreement of even date herewith from Grantor to Grantee with regard to the Security except as may be expressly set forth therein.

Nonrecourse. Except The term “Landlord,” as otherwise set forth used in this ParagraphLease, ▇▇▇▇▇▇'s recourse under this Noteso far as covenants or obligations on the part of Landlord are concerned, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to mean and include only the Property owner or owners, at the time in question, of the lessor’s interest in this Lease. In the event of any transfer, assignment, or other conveyance or transfers of any such interest, Landlord herein named (and the proceeds thereofin case of any subsequent transfers or conveyances, the rents then grantor) shall be automatically freed and all other income arising therefrom during relieved from and after the month date of such transfer, assignment, or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in which an Event of Default has occurredthis Lease thereafter to be performed. Without further agreement, the other assets transferee of Guarantor arising out such interest shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder, during its ownership of the Property which are given as collateral for Premises. Landlord may transfer its interest in the Guaranty, Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any other collateral given in writing to Holder as security for repayment of the Guaranty terms and conditions of this Lease. Tenant and all successors and assigns acknowledge that, in the event of any actual or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentencealleged failure, breach or default hereunder by Landlord: (a) Holder mayThe sole and exclusive remedy shall be a claim against the Landlord, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all judgment against Landlord being satisfied only out of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerinterest in the Building (no other assets of Landlord shall be subject to levy, member execution or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related procedure to the Propertysatisfy such a judgment); (b) Holder may seek damages No Protected Party other than Landlord shall be sued, named as a party in any suit or other monetary reliefaction, served with process or subjected to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantorjudgment, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues such judgment taken against any Protected Party other than Landlord may be vacated and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or set aside at any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Staytime nunc pro tunc; and (c) Maker, Guarantor, any No writ of their general partners and execution will ever by levied against the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer assets of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), Protected Party other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLandlord.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Document notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteno officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out director or shareholder of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note Owner (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Document including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyPriority Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Priority Notes or any of the other Loan Operative Documents: . The Administrative Agent, the Priority Agent and the Priority Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Priority Notes or any other Operative Document, none of the Priority Agent, the Administrative Agent nor the Priority Lenders shall have any recourse against the Owner, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Collateral; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Project in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Priority Notes or any other Operative Document. Notwithstanding the foregoing provisions of this Section 10.10(a), nothing in this Agreement or any other Operative Document shall (i) foreclose the lien constitute a waiver, release or discharge of the Deed of Trust; any obligation evidenced or secured by this Agreement or any other Operative Document, (ii) take appropriate action to enforce limit the Deed right of Trustthe Administrative Agent, the Guaranty, this Note and Priority Agent or any of Priority Lender hereunder to name the other Loan Documents to realize upon and/or protect Company or the Loan Collateral; (iii) name Maker or Guarantor Owner as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (iii) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Structural Guaranty or any other remedy at law or in equity against Maker or Guarantor, and guaranty (whether of payment and/or performance) given to the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this NoteAdministrative Agent, the GuarantyPriority Agent, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses Security Agent or the provision for reservesPriority Lenders, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentCompany, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithPriority Loans made hereunder.

Nonrecourse. Except as otherwise set forth in this Paragraphparagraph 17, ▇▇▇▇▇▇'s ’s recourse under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurredtherefrom, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "“Loan Collateral"”). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of Trust; Mortgage, (ii) take appropriate action to enforce the Deed of Trustthis Note, the Guaranty, this Note Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; , (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; , (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant tenant, whether or not such guarantor or surety or master tenant is a partner, member or other owner of Maker or Guarantor; and Maker, and/or (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyherewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or injunctive relief, against Maker, any other remedy at law or in equity against Maker or Guarantorgeneral partner of Maker, and the indemnitorsindemnitor/guarantors, if any, guarantor under any nonrecourse exception indemnity agreements that certain Nonrecourse Exception Indemnity Agreement of even date herewith ("“Nonrecourse Indemnitors"Indemnitor”) by reason of or in connection with, and to the extent caused by: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder Lender is entitled pursuant to this Note, the Guaranty, Mortgage or the Deed Related Agreements during the continuance of Trust or any of the other Loan Documents following an Event of Default; (ii) any physical waste of the Property or any caused by the willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of failure to apply all rents, issues and profits from the Property prior to the payment of operating expenses or expenses, real estate taxes, insurance, capital repair items, and the provision for reserves, if any, to be made pursuant to payment of sums due and owing under this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements prior to any other expenditure or distribution by Maker or Guarantorand Maker shall have failed to remedy such breach within thirty (30) days after Holder notifies Maker of same in writing; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) ), prepaid rents, or prepaid rents following lease termination payments during the occurrence continuance of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the PropertyProperty (unless sufficient sums are in escrow with Holder to make payment); (vi) the failure to account for and to turn over real estate tax accruals following during the occurrence continuance of an Event of DefaultDefault under this Note, the Mortgage or the Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Mortgage or the Related Agreements (unless the failure to maintain is due to the Holder’s failure to apply amounts available in escrow to make payment) or to apply insurance proceeds or condemnation awards relating to the Property or other collateral collateral, to the extent actually received by Maker, in the manner required under applicable provisions of the Deed of Trust Mortgage or other Loan Documentsthe Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's ’s prior written consent, if and to the extent such consent is required under the Loan Documents Mortgage or any of the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) failure of Maker to pay costs and expenses, including, without limitation, attorney's ’s fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the GuarantyMortgage or the Related Agreements, the Deed of Trust or any of the other Loan Documents or a deed in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stayforeclosure; and (c) Maker, Guarantor, any of their general partners Maker and the Nonrecourse Indemnitor(s), if any, Indemnitor shall become be personally liable for payment of all the indebtedness evidenced by this Note, Note and the Guaranty and performance costs of performing all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Mortgage and the Related Agreements provided, however, Holder will not enforce such obligations against any assets other than the Loan Documents upon Collateral unless and until one of the occurrence of anyfollowing occurs: (i) fraud or willful misrepresentation of a material fact made by Maker, Guarantor, any the managing member or manager of their general partnersMaker, or the Nonrecourse Indemnitor(s), if any, Indemnitor in connection with this Note, the Guaranty, the Deed of Trust, Mortgage or the other Loan Documents Related Agreements or in connection with any request for any action or consent by Holderon the part of Holder under this Note, the Mortgage or any Related Agreement; (ii) a Transfer of any interest in the Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan Documents any Related Agreement (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property; (iv) any attempt by Maker to unjustly delay or enjoin the enforcement of any remedies provided to Holder under this Note, the Mortgage or any Related Agreement, raise defenses or counterclaims in connection with any such enforcement action, or otherwise object (in bad faith) to any actions taken by Holder to exercise any remedies under this Note, the Mortgage or any Related Agreement; (v) any petition for 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 Maker, any general partner of Maker, or the Nonrecourse Indemnitor; or (vi) any action is taken by Maker, any general partner of Maker, or the Nonrecourse Indemnitor to oppose any motion by Holder for relief from the automatic stay in connection with any bankruptcy, reorganization or arrangement filed by, consented to, or acquiesced by Maker. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, Indemnitor shall be responsible for any costs and expenses actually incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are Indemnitor is personally liable under this Paragraphparagraph, including attorneys' and paralegals' ’ fees and expenses, court costs, filing fees fees, and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of TrustMortgage; (ii) take appropriate action to enforce the Deed of Trustthis Note, the Guaranty, this Note Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust Mortgage or other Loan Documentsany Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any general partners of their general partnersMaker, or Nonrecourse Indemnitor(slndemnitor(s), if any, in connection with this Note, the GuarantyMortgage, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note or Note A, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note or Note A (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the GuarantyNote A, the Deed of Trust or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce this Note, Note A, the Deed of Trust, Trust and the Guaranty, this Note and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the GuarantyNote A, the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the GuarantyNote A, the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the GuarantyNote A, the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, Note A, the Deed of Trust or other Loan Documentsany Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the GuarantyNote A, the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note or Note A and performance of all other obligations of Maker and Guarantor under this Note, the GuarantyNote A, the Deed of Trust and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any general partners of their general partnersMaker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the GuarantyNote A, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the GuarantyNote A, the Deed of Trust or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the GuarantyNote A, the Deed of Trust or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this Paragraph----------- Agreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any ------------------ respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Collateral and the Guarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the foregoing provisions of this Section 9.13, nothing in this Agreement or any other Operative Agreement shall (ia) foreclose constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the lien right of the Deed of Trust; (ii) take appropriate action Agent or any Lender to enforce name the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Guarantee or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements guaranty ("Nonrecourse Indemnitors"whether of payment and/or performance) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior given to the payment of operating expenses Agent or the provision for reservesLenders, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentBorrower, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated ---------- Persons"). Notwithstanding , shall be personally liable in any respect for any liability or ------- obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the COSI Trust Estate and as permitted under the Operative Agreements; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the COSI Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Administrative Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except -------------------- to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6(a)(ii)). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Administrative Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAdministrative Agent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth in this ParagraphNo direct or indirect owner of Maker, ▇▇▇▇▇▇'s recourse nor any officer, director, manager, advisor, trustee, employee, agent or representative of Maker, shall be personally liable for the payment of any Indebtedness due hereunder or under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral or for the Guaranty, and performance of any other collateral given in writing to Holder as security for repayment obligations of the Guaranty Maker hereunder or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of under the other Loan Documents: (i) , nor, except as expressly provided below in this Section 14, shall Maker be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Principal Indebtedness or interest thereon will be enforced against the Maker personally or against any property of the Maker other than the Security and any other security furnished under the Loan Documents in any action to foreclose the lien of Portfolio Mortgages or to otherwise realize upon any security furnished under the Deed of Trust; (ii) take appropriate action Loan Documents or to enforce the Deed of Trust, the Guaranty, this Note and collect any of amount payable hereunder or under the other Loan Documents to realize upon and/or protect Documents. Nothing herein contained, however, shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteDocuments permit, including, without limitation, the Guarantyright to bring actions or proceedings against Maker and to enter a judgment against Maker, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property other than the Security furnished to Holder under any of the Loan Documents. Notwithstanding any of the foregoing: (a) Maker shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Collateral; Documents: ACT OR OMISSION: LIABILITY: (i) Maker misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such misappropriation; (ii) Maker misappropriates any security deposits or reserves attributable to the Real Property, To the extent of such misappropriation; (iii) Maker collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) pursue all Maker commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste To the extent of its rights and any remedies against any guarantor available at law or surety or master tenant whether or not a partner, member or other owner in equity; ACT OR OMISSION: LIABILITY: of Maker or Guarantor; and the Real Property, (v) pursue all Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of its rights the indebtedness then due and remedies against payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the indemnitors under that certain Environmental Indemnity Agreement Loan Documents, and Maker fails to make such payments or deposits when due, To the extent of even any funds diverted by Maker (or anyone acting on Maker’s behalf) from such payments or expenses during the period six (6) months prior to Holder’s notice of acceleration through the date herewith related Holder takes title to the Real Property;; and (vi) Maker or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that a casualty or liability occurs or arises and insurance proceeds would have been available had such insurance been maintained, In the amount of the loss incurred as the result of such uninsured casualty or uninsured liability. (b) Holder may seek damages There shall be no limitation on or other monetary relief, prejudice to the extent rights of actual monetary loss, Holder to proceed against any person or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensesentity, including, without limitation, attorney's fees and transfer taxesMaker, incurred by or on the exercise of any of Holder’s rights under any indemnity from Maker to Holder; (c) There shall be no limitation on or prejudice to the rights of Holder in connection to proceed against any entity or person whatsoever, including, without limitation, Maker, with respect to the enforcement of this Note, any guarantees of the Guaranty, the Deed of Trust Principal Indebtedness or other sums due hereunder or under any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpayment.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this Paragraph----------- Loan Agreement or in any other Operative Document notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Lessor nor any officer, the Guarantydirector or shareholder hereof, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Lessor's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any ------------------ respect for any Obligation hereunder or under any other Operative Document including the preceding sentence: (a) Holder maypayment of the principal of, or interest on, any of the Notes, or for monetary damages for the breach of performance of any of the covenants contained in accordance with this Loan Agreement, Loan Agreement the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Operative Documents. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Loan Agreement, the Notes or any other Operative Documents: (i) foreclose the lien , none of the Deed of Trust; (ii) take appropriate action to enforce Agent or the Deed of TrustLenders shall have any recourse against the Lessor, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Equipment, the Guaranty, this Note Lessee and any the Guarantors; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Equipment in respect of the Obligations. Notwithstanding the foregoing provisions of this Section 12.13 herein, nothing in this Loan ------------- Agreement or any other Operative Document shall (a) constitute a waiver, release, or discharge of any obligation evidenced or secured by this Loan Documents Agreement, any other Operative Document or any Security Document, (b) limit the right of the Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Lessor as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Operative Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Guaranty or any other remedy at law or in equity against Maker or Guarantor, and guaranty (whether of payment and/or performance) given to the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Agent or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder Lender in connection with the enforcement of this Note, the Guaranty, the Deed of Trust Loans or any Obligation of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if Lessee under the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Operative Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, which shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithfull recourse).

Nonrecourse. Except as otherwise set forth in this ParagraphSection, ▇▇▇▇▇▇Lender's recourse under this NoteSecurity Deed, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Borrower arising out of the Property which are given as collateral for the GuarantyNote, and any other collateral given in writing to Holder Lender as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (aA) Holder Lender may, in accordance with the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or any of the other Loan DocumentsRelated Agreement: (i1) foreclose the lien of the Deed of Trustthis Security Deed; (ii2) take appropriate action to enforce the Deed of Trustthis Security Deed, the Guaranty, this Note and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii3) name Maker or Guarantor Borrower as a party defendant in any action brought under this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv4) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorBorrower; and (v5) pursue all of its rights and remedies against Borrower and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyherewith; (bB) Holder Lender may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorBorrower, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i1) the failure of Maker or Guarantor Borrower to pay to HolderLender, upon demand, all rents, issues and profits of the Property to which Holder Lender is entitled pursuant to this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii2) any waste of the Property or any willful act or omission by Maker or Guarantor that Borrower which damages or materially reduces the value of the Property; (iii3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements prior to any other expenditure or distribution by Maker or GuarantorBorrower; (iv4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Security Deed, the Note or any Related Agreements; (v5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Security Deed, the Note or any Related Agreements; (vii7) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Security Deed, the Deed of Trust Note or other Loan Documentsany Related Agreement; (viii) 8) any modification, termination or cancellation of any lease of all or any portion of the Property without HolderLender's prior written consent, if and to the extent such consent is required under the Loan Documents Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix9) a default by Guarantor Borrower under any lease of all or any portion of the Property; or (x10) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder Lender in connection with the enforcement of this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (bB) or (cC) as an exception to the nonrecourse provisions, or if Maker or Guarantor Borrower or any principal of either Borrower objects to any actions taken by Holder Lender to exercise its remedies under this NoteSecurity Deed, the Guaranty, Note or the Deed Related Agreements; Borrower or principal of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals Borrower commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇Lender, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor Borrower applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor Borrower or any principal of either Borrower opposes any motion by Holder Lender for relief from the Automatic Stay; and (cC) MakerBorrower, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor Borrower under this NoteSecurity Deed, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by MakerBorrower, Guarantor, any of their its sole member or general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Security Deed, the Note, the Guaranty, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by HolderLender; (ii) a Transfer of any interest in Maker or Guarantor Borrower or all or any portion of the Property or any interest therein in violation of the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor Borrower of any indebtedness in violation of the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, MakerBorrower, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder Lender in connection with the collection of any amounts for which MakerBorrower, Guarantor, any of their the its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphSection 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of TrustMortgage; (ii) take appropriate action to enforce the Deed of Trustthis Note, the Guaranty, this Note Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; Maker, and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: ; (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreement prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust Mortgage or other Loan Documentsany Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any general partners of their general partnersMaker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the GuarantyMortgage, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated ---------- Persons"). Notwithstanding , shall be personally liable in any respect for any liability or ------- obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the ▇▇▇▇ Trust Estate and as permitted under the Operative Agreements; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the ▇▇▇▇ Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Administrative Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except -------------------- to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6(a)(ii)). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Administrative Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAdministrative Agent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose Operative Agreements. The Bank agrees that, in the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trustevent it pursues any remedies available under this Agreement, the Guaranty, this Note and Notes or any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteOperative Agreement, the GuarantyBank shall not have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Deed Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Bank further agrees that certain Environmental Indemnity Agreement the Borrower shall not be responsible for the payment of even date herewith related to any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Property; Loans) (bsuch non-excluded amounts, "Supplemental Amounts") Holder may seek damages or other monetary relief, except to the extent that payments of actual monetary lossSupplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other remedy at law Operative Agreement shall (a) constitute a waiver, release or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation discharge of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, obligation evidenced or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Bank agrees that, in the event it pursues any remedies available under this Agreement, the Notes or any other Operative Agreement, the Bank shall not have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Bank further agrees that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Bank to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any of the other Loan Documents so long as the exercise enforceability of any remedy is limited guaranty (whether of payment and/or performance) given to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses Lessor or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust Bank or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentBorrower, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth Subject to Section 12.16 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding (except for such Section 12.16 of the Participation Agreement), ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental ------------ Amounts") except to the extent that payments of Trust; Supplemental Rent designated ------- by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. (a) Except as otherwise set forth provided herein, Holder shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this ParagraphNote or the Mortgage by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Holder may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Holder to enforce and realize upon the Mortgage, the other Loan Documents, and the Property; provided, however, that any judgment in any action or proceeding shall be enforceable against Borrower only to the extent of Borrower's interest in the Property. Holder, by accepting this Note and the Mortgage, agrees that it shall not, except as otherwise provided in the Loan Agreement, the Mortgage and the Cross-Collateralization Agreement, ▇▇▇▇▇▇'s recourse ▇ for, seek or demand any deficiency judgment against Borrower in any action or proceeding, under or by reason of or under or in connection with this Note, the Guaranty, the Deed of Trust and Mortgage or the other Loan Documents and that, with the exception of actions for fraud or willful misconduct, Holder shall bring no action against any officer or director of Borrower in connection with Borrower's obligations under the Loan Documents. (b) The provisions of Section 12.19(a) above shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Note, the Mortgage or the other Loan Documents, (ii) impair the right of Holder to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Mortgage, (iii) affect the validity or enforceability of any indemnity, guaranty, master lease or similar instrument made in connection with this Note, the Mortgage or the other Loan Documents, (iv) impair the right of Holder to obtain the appointment of a receiver, (v) impair the enforcement of that certain Assignment of Leases and Rents by and between Borrower and Holder dated of even date herewith and executed in connection herewith, if applicable, (vi) impair the right of Holder to obtain a deficiency judgment or judgment on this Note against Borrower if necessary to obtain any insurance proceeds or condemnation awards to which Holder would be otherwise entitled under the Mortgage, provided, however, that Holder shall be limited entitled to enforce such judgment only against the Property and insurance proceeds and/or condemnation awards, or (vii) impair the proceeds thereof, right of Holder to enforce the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment provisions of the Guaranty or Agreement, Section 1.3 of this Note (all Note, Section 4 of the foregoing are collectively referred to as Mortgage, and Article VI of the "Loan Collateral"). Agreement. (c) Notwithstanding the preceding sentence: provisions of Section 12. 19(a) above to the contrary, Borrower shall be personally liable to Holder for any and all claims, suits, liabilities (aincluding, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature (collectively, "Losses") Holder maydue to: (i) fraud or intentional misrepresentation by Borrower and/or its affiliates and/or its duly authorized representatives, including, without limitation, any manager of the Property, in accordance connection with the terms execution and the delivery of this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; , (ii) take appropriate action to enforce Borrower's application for purposes other than in connection with the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon Property and/or protect the Loan Collateral; (iii) name Maker Obligations of accounts receivable collected in advance or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") received by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following Borrower after the occurrence of an Event of Default; , (iii) Borrower's application for purposes other than in connection with the Property of accounts receivable collected in advance, (iv) the application of insurance proceeds or condemnation awards for purposes other than in connection with the Property and/or the Loan Obligations, (v) the Borrower's failure to timely pay all real estate taxes Impositions (as defined in the Mortgage) (except to the extent that sums sufficient to pay such amounts have been deposited in escrow with Holder pursuant to the terms of the Mortgage) unless Borrower is contesting such Impositions as permitted in the Mortgage, or any regular Borrower's intentional failure to pay charges for labor or special assessments affecting materials or other charges that result in liens or security interests with respect to the Property; , (vi) the Borrower's intentional failure to account for maintain, repair, restore and to turn over real estate tax accruals following otherwise operate the Property in a commercially reasonable manner in accordance with the Mortgage and the other Loan Documents, (vii) after the occurrence of an Event of Default; (vii) the , Borrower's failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents return or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or reimburse Holder for any portion of the Property without Holder's prior written consenttaken from the Property by or on behalf of Borrower and not replaced with property of the same utility and of the same or greater value, if and (viii) any act of arson or criminal act with respect to the extent such consent is required under Property by Borrower or by any guarantor of the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value by any of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensestheir respective duly authorized representatives, including, without limitation, attorneyany manager of the Property, (ix) Borrower's failure to pay all fees, charges and taxes with respect to the making of the Note and/or the recording of the Mortgage, (x) Borrower's failure to comply with Article VI of the Loan Agreement, (xi) the occurrence of an Event of Default under Section 7.1(k) of the Loan Agreement, (xii) the occurrence of an Event of Default under Section 7.1(l) of the Loan Agreement, or (xiii) Borrower's failure to pay all fees and transfer taxesexpenses of Lender pursuant to Section 8.3 of the Loan Agreement. (d) Notwithstanding the foregoing, incurred the agreement of Holder not to pursue recourse liability as set forth in Section 12.19(a) above SHALL BECOME NULL AND VOID and shall be of no further force and effect in the event of Borrower's default under Section 13 or Section 25 of the Mortgage. (e) For purposes of determining Borrower's personal liability under Section 12.19(c) above, any payment made by Holder in connection with the enforcement Borrower or any Guarantor of this Note, other than amounts paid pursuant to Section 12.19(c) or (d), and all amounts received by Holder from the Guarantyenforcement of its rights under the Mortgage, shall be applied first to the Deed of Trust or any portion of the other total debt for which Borrower has no personal liability. (f) For purposes of determining the amount of Borrower's personal liability for Losses under Section 12.19(c) above, Losses shall be determined by adding the amounts due Holder under the Loan Documents or in connection with a deed-in-lieu as of foreclosure if the date of an Event of Default giving rise under the Loan Agreement plus interest, default interest, late charges, attorneys' fees, and other costs and charges accrued after the date of an Event of Default pursuant to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; , less either (xii) Maker, Guarantor or any the proceeds of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, sale or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment sales of all the indebtedness evidenced by this NoteFacilities described in Exhibit "A", (ii) the Guaranty and performance proceeds of a sale or sales of all other obligations such Facilities under Section 363 of Maker and Guarantor under this Notethe United States Bankruptcy Code, (iii) the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation proceeds of a material fact by Maker, Guarantor, any sale or sales of their general partnersall such Facilities in a liquidation under Chapter 7 of the United States Bankruptcy Code, or Nonrecourse Indemnitor(s(iv) the present value of the debt service payments to be paid to Holder pursuant to a confirmed plan of reorganization. (g) Nothing herein shall be deemed to be a waiver of any right which Holder may have under Sections 506(a), if any506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness (as defined in connection the Mortgage) secured by the Mortgage or to require that all collateral shall continue to secure all of the Indebtedness owing to Holder in accordance with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or Mortgage and the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this ParagraphNo direct or indirect owner of any Borrower, ▇▇▇▇▇▇'s recourse nor any officer, director, manager, advisor, trustee, employee, agent or representative of any Borrower, shall be personally liable for the payment of any Indebtedness due hereunder or under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral or for the Guaranty, and performance of any other collateral given in writing to Holder as security for repayment obligations of the Guaranty any Borrower hereunder or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of under the other Loan Documents: (i) , nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest thereon will be enforced against any Borrower personally or against any property of any Borrower other than the Security and any other security furnished under the Loan Documents in any action to foreclose the lien of Portfolio Mortgages or to otherwise realize upon any security furnished under the Deed of Trust; (ii) take appropriate action Loan Documents or to enforce the Deed of Trust, the Guaranty, this Note and collect any of amount payable hereunder or under the other Loan Documents to realize upon and/or protect Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteDocuments permit, including, without limitation, the Guarantyright to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the Loan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Collateral; Documents: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such misappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, To the extent of such misappropriation; (iii) Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) pursue all Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of its rights and the Real Property, To the extent of any remedies against any guarantor available at law or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and in equity; (v) pursue all Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of its rights the Indebtedness then due and remedies against payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the indemnitors under that certain Environmental Indemnity Agreement Loan Documents, and any Borrower fails to make such payments or deposits when due, To the extent of even any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date herewith related Lender takes title to the Real Property;; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that a casualty or liability occurs or arises and insurance proceeds would have been available had such insurance been maintained, In the amount of the loss incurred as the result of such uninsured casualty or uninsured liability. (b) Holder may seek damages There shall be no limitation on or other monetary relief, prejudice to the extent rights of actual monetary loss, Lender to proceed against any person or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensesentity, including, without limitation, attorney's fees and transfer taxesany Borrower, incurred by Holder in connection or on the exercise of any of Lender’s rights under any indemnity from Borrower to Lender; (c) There shall be no limitation on or prejudice to the rights of Lender to proceed against any entity or person whatsoever, including, without limitation, any Borrower, with respect to the enforcement of this Note, any guarantees of the Guaranty, the Deed of Trust Indebtedness or other sums due hereunder or under any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpayment.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Credit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by any Lessee for application to such Supplemental Amounts shall have been paid by such Lessee pursuant to the Lease (iiit being understood that the failure by any Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth specifically provided hereinafter in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, Section 15 and in Section 40 of the Deed of Trust and Trust, neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the general or limited partners of Maker nor any of their respective officers, directors, shareholders, agents, employees or representatives (collectively the "Exculpated Parties") shall be personally liable for the payment of any sums due hereunder or the performance of any obligations of Maker hereunder or under the other Loan Documents shall be limited to Documents. No judgment for the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out repayment of the Property which are given as collateral for Principal Indebtedness or interest thereon or any other amount payable pursuant to any of the GuarantyLoan Documents, will be enforced against any of the Exculpated Parties personally or any property of any of the Exculpated Parties other than the Security and any other collateral given security now or hereafter expressly granted under the Loan Documents in writing any action to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, foreclose the Deed of Trust or to otherwise realize upon any of security now or (a) Nothing herein contained shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including the right to bring actions or proceedings against Maker, Cornerstone, and other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action Exculpated Parties and to enforce the Deed of Trustenter a judgment against Maker, the GuarantyCornerstone, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteExculpated Parties, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the security now or hereafter expressly granted under the Loan Documents; (b) Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (to the extent the other Exculpated Parties would be liable outside of the provisions of this section) shall be fully and personally liable for, (i) misapplying any condemnation awards or insurance awards attributable to the Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Security, to the full extent of such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in advance in violation of any covenant contained in the Loan Collateral; Documents, to the full extent of such rents so collected in advance, (iv) pursue all committing fraud or intentional misrepresentation in connection with the operation of its rights and remedies against the Security or the making of the loan evidenced hereby, to the full extent of any guarantor loss, damage, expense or surety costs (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or master tenant whether or not a partnerwaste, member or other owner of Maker or Guarantor; and (v) pursue all failing to pay in order of its priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the Real Property, other sums required by the Loan Documents, deposits into a required reserve account, capital expenditures, management fees, leasing fees and expenses, marketing and advertising costs and debt service or other amounts due on the Indebtedness, but only to the extent of any gross revenues from the Security that were available to pay such (c) This section shall impose no limitation on Maker's, Cornerstone's, or any other Exculpated Party's personal liability under and the exercise of any of Holder's rights and remedies against under any indemnity from Maker, Cornerstone, or any other Exculpated Party to Holder including but not limited to, the indemnitors under that certain Environmental Indemnity Indemnification Agreement of even date herewith related from Maker and Cornerstone to Payee with regard to the PropertySecurity except as may be expressly set forth therein; (bd) Holder may seek damages This section shall impose no limitation on or other monetary relief, prejudice to the extent rights of actual monetary lossHolder to proceed against any entity or person whatsoever, or any other remedy at law or in equity against Maker or Guarantorincluding Maker, Cornerstone, and the indemnitors/guarantorsother Exculpated Parties, if any, under with respect to the enforcement of any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits guarantees of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Principal Indebtedness or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required sums due hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to payment that may be entered into after the date hereof, except as may be expressly set forth in any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithsuch guarantee.

Nonrecourse. Except as otherwise set forth expressly provided in this ParagraphSection 3(i), the Borrower and its members shall not have personal liability for payment of the principal of, or interest on, this AHIF Note, and the sole recourse of the County with respect to the payment of the principal of, and interest on, this AHIF Note shall be to the Property and any other collateral held by the County as security for this AHIF Note; provided however, nothing contained in the foregoing limitation of liability shall: i. impair the enforcement against all such security for the AHIF Loan of all the rights and remedies of the County under the AHIF Deed of Trust and any financing statements the County files in connection with the AHIF Loan as each of the foregoing may be amended, modified, or restated from time to time; ii. impair the right of the County to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable the County to enforce and realize upon the AHIF Deed of Trust, the interest in the Property created thereby and any other collateral given to the County in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action; iii. constitute a waiver of any right which the County may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to the County hereunder or to require that the Property shall continue to secure all of the indebtedness owed to County hereunder in accordance with this AHIF Note and the AHIF Deed of Trust; or iv. limit or restrict the ability of County to seek or obtain a judgment against ▇▇▇▇▇▇'s recourse ▇▇ to enforce against Borrower to: 1. recover under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out those sections of the Property which are given Loan Agreement that pertain to Borrower’s indemnification obligations, or 2. recover from Borrower compensatory damages as collateral for the Guaranty, well as other costs and any other collateral given in writing to Holder expenses incurred by County (including without limitation attorney’s fees and expenses) arising as security for repayment a result of the Guaranty or this Note (all occurrence of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the following: a. any fraud or material misrepresentation on the part of the Borrower, any member thereof, or any officer, director or authorized representative of Borrower or any affiliate thereof in connection with the request for or creation of the AHIF Loan, or in the Loan Agreement or any other AHIF Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and or in connection with any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in request for any action brought under this Note, or consent by the Guaranty, County in connection with the Deed of Trust or AHIF Loan; b. any of failure to maintain insurance on the other Loan Documents so long Property as the exercise of any remedy is limited required pursuant to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerAgreement; c. failure to pay taxes, member assessments or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to charges which may become liens on the Property; (b) Holder may seek damages or other monetary relief, to d. the extent presence of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to Hazardous Materials on the Property or other collateral in the manner required under applicable provisions violation of the Borrower’s obligations under the Loan Agreement or the AHIF Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation pertaining to environmental matters); e. the occurrence of any lease act or omission of all Borrower that results in waste to or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation which has a material adverse effect on the value of the Property; (ix) a default ; f. the material misappropriation of the AHIF Loan proceeds; g. the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the AHIF Deed of Trust; h. the material misappropriation of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by Guarantor under any lease reason of all damage, loss or destruction to any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with and i. the enforcement failure of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise Borrower to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies pay all amounts payable under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of AHIF Note in full if Borrower Transfers the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithAgreement.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Persons”), shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose Operative Agreements. The Administrative Agent and the lien Lenders agree that, in the event any of the Deed of Trust; (ii) take appropriate action them pursues any remedies available to enforce the Deed of Trustthem under this Agreement, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Property and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors Property and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under that certain Environmental Indemnity this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement of even date herewith related to or secured by the Property; Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (b) Holder may seek damages relieve the Lessor or other monetary relief, any Exculpated Person from liability and responsibility for (but only to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") damages arising by reason of or in connection with: of): (i) active waste knowingly committed by the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Lessor or any of Exculpated Person with respect to the other Loan Documents following an Event of Default; Properties or (ii) any waste fraud, gross negligence, willful misconduct or willful breach on the part of the Property Lessor or any willful act such Exculpated Person; (c) relieve the Lessor or omission by Maker or Guarantor that damages or materially reduces any Exculpated Person from liability and responsibility for (but only to the value extent of the Property; moneys misappropriated, misapplied or not turned over) (iiii) misappropriation or misapplication by the distribution of rentsLessor (i.e., issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior application in a manner contrary to any other expenditure or distribution by Maker or Guarantor; (ivOperative Agreement) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating award paid or delivered to the Property Lessor by any Person other than the Agent, or (ii) any rents or other collateral in income received by the manner required under applicable provisions of Lessor from the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and Lessee that are not turned over to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the PropertyAgent; or (xd) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents affect or in connection any way limit the Agent’s rights and remedies under any Operative Agreement with a deed-in-lieu of foreclosure if the Event of Default giving rise respect to the enforcement action is one described in subsections (b) Rents and its rights and powers thereunder or (c) as an exception to obtain a judgment against the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or Lessor’s interest in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithProperties.

Nonrecourse. Except as otherwise set forth in this ParagraphNo direct or indirect owner of any Borrower, ▇▇▇▇▇▇'s recourse nor any officer, director, manager, advisor, trustee, employee, agent or representative of any Borrower, shall be personally liable for the payment of any Indebtedness due hereunder or under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral or for the Guaranty, and performance of any other collateral given in writing to Holder as security for repayment obligations of the Guaranty any Borrower hereunder or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of under the other Loan Documents: (i) , nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest thereon will be enforced against any Borrower personally or against any property of any Borrower other than the Security and any other security furnished under the Loan Documents in any action to foreclose the lien of Portfolio Mortgages or to otherwise realize upon any security furnished under the Deed of Trust; (ii) take appropriate action Loan Documents or to enforce the Deed of Trust, the Guaranty, this Note and collect any of amount payable hereunder or under the other Loan Documents to realize upon and/or protect Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteDocuments permit, including, without limitation, the Guarantyright to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the Loan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Collateral; Documents: ACT OR OMISSION: LIABILITY: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such misappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, To the extent of such misappropriation; (iii) Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) pursue all Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of its rights and the Real Property, To the extent of any remedies against any guarantor available at law or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantorin equity; and ACT OR OMISSION: LIABILITY: (v) pursue all Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of its rights the Indebtedness then due and remedies against payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the indemnitors under that certain Environmental Indemnity Agreement Loan Documents, and any Borrower fails to make such payments or deposits when due, To the extent of even any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date herewith related Lender takes title to the Real Property;; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that a casualty or liability occurs or arises and insurance proceeds would have been available had such insurance been maintained, In the amount of the loss incurred as the result of such uninsured casualty or uninsured liability. (b) Holder may seek damages There shall be no limitation on or other monetary relief, prejudice to the extent rights of actual monetary loss, Lender to proceed against any person or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensesentity, including, without limitation, attorney's fees and transfer taxesany Borrower, incurred by Holder in connection or on the exercise of any of Lender’s rights under any indemnity from Borrower to Lender; (c) There shall be no limitation on or prejudice to the rights of Lender to proceed against any entity or person whatsoever, including, without limitation, any Borrower, with respect to the enforcement of this Note, any guarantees of the Guaranty, the Deed of Trust Indebtedness or other sums due hereunder or under any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpayment.

Nonrecourse. Except as otherwise set forth (a) Notwithstanding anything to the contrary contained in this Paragraph, ▇▇▇▇▇▇'s recourse under this NoteAgreement, the Guarantyparties hereto agree that BNY Western Trust Company is entering into this Agreement solely in its capacity as Trustee and not individually and that BNY Western Trust Company is not personally responsible for the representations, warranties and obligations of the Deed Trustee hereunder, all such liability being, hereby waived (except for any such liability that arises by reason of the gross negligence or willful misconduct of BNY Western Trust and Company). The parties hereto further agree that: (i) the Trustee shall not be liable for the payment of any sums now or hereafter owing to any other Loan Documents party thereto under the terms of this Agreement, (ii) such parties’ remedies for the breach by the Trustee of any of its obligations hereunder shall be limited to the Property specific performance thereof (and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out Trustee hereby agrees that it will not contest such parties’ exercise of the Property which are given as collateral remedy of specific performance by making the argument that some other remedy disallowed hereunder (e.g. seeking monetary damages) is a more appropriate or adequate remedy), and (iii) the parties hereto shall have no right to proceed against the Trustee for the Guaranty, and satisfaction of any other collateral given in writing to Holder as security for repayment monetary obligation or the enforcement of any monetary claim against the Trustee under this Agreement. (b) In the event the Trustee assumes the operation or management of the Guaranty Facility or this Note any part thereof: (all i) any amounts payable to the Team by the Manager under the Team Agreement shall be promptly placed by the Trustee (as such amounts are collected by or on behalf of the foregoing are collectively referred Trustee) in an escrow account with Bank of America (or a comparable financial institution selected by the Team) to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, be held in trust and distributed in accordance with the terms of this Notethe Team Agreement, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; and (ii) take appropriate action the Team and Trustee shall enter into written escrow instructions to enforce implement the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; andsentence. (c) Maker, Guarantor, any The foregoing provisions of their general partners and this Paragraph 20 shall not be deemed or construed to limit or otherwise alter the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trustliability of, or the rights and remedies of the parties hereto against, any person(s) and/or entity(ies) appointed by the Trustee and/or any other Loan Documents Controlling Party to operate and manage the Facility or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpart thereof.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes; or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth specifically provided hereinafter in this ParagraphSection 15 and in Section 40 of the Deed of Trust, ▇▇▇▇▇▇'s recourse neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the general or limited partners of Maker nor any of their respective officers, directors, shareholders, agents, employees or representatives (collectively the "Exculpated Parties") shall be personally liable for the payment of any sums due hereunder or the performance of any obligations of Maker hereunder or under this Notethe other Loan Documents. No judgment for the repayment of the Principal Indebtedness or interest thereon or any other amount payable pursuant to any of the Loan Documents, will be enforced against any of the Guaranty, Exculpated Parties personally or any property of any of the Exculpated Parties other than the Security and any other security now or hereafter expressly granted under the Loan Documents in any action to foreclose the Deed of Trust and or to otherwise realize upon any security now or -10- 120 hereafter expressly granted under the other Loan Documents shall be limited or to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and collect any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")amount payable hereunder. Notwithstanding the preceding sentenceforegoing: (a) Nothing herein contained shall be construed as prohibiting Holder mayfrom exercising any and all remedies which the Loan Documents permit, in accordance with including the terms of this Noteright to bring actions or proceedings against Maker, the GuarantyCornerstone, the Deed of Trust or any of the and other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action Exculpated Parties and to enforce the Deed of Trustenter a judgment against Maker, the GuarantyCornerstone, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteExculpated Parties, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the security now or hereafter expressly granted under the Loan Documents; (b) Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (to the extent the other Exculpated Parties would be liable outside of the provisions of this section) shall be fully and personally liable for, (i) misapplying any condemnation awards or insurance awards attributable to the Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Security, to the full extent of such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in advance in violation of any covenant contained in the Loan Collateral; Documents, to the full extent of such rents so collected in advance, (iv) pursue all committing fraud or intentional misrepresentation in connection with the operation of its rights and remedies against the Security or the making of the loan evidenced hereby, to the full extent of any guarantor loss, damage, expense or surety costs (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or master tenant whether or not a partnerwaste, member or other owner of Maker or Guarantor; and (v) pursue all failing to pay in order of its priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the Real Property, other sums required by the Loan Documents, deposits into a required reserve account, capital expenditures, management fees, leasing fees and expenses, marketing and advertising costs and debt service or other amounts due on the Indebtedness, but only to the extent of any gross revenues from the Security that were available to pay such (c) This section shall impose no limitation on Maker's, Cornerstone's, or any other Exculpated Party's personal liability under and the exercise of any of Holder's rights and remedies against under any indemnity from Maker, Cornerstone, or any other Exculpated Party to Holder including but not limited to, the indemnitors under that certain Environmental Indemnity Indemnification Agreement of even date herewith related from Maker and Cornerstone to Payee with regard to the PropertySecurity except as may be expressly set forth therein; (bd) Holder may seek damages This section shall impose no limitation on or other monetary relief, prejudice to the extent rights of actual monetary lossHolder to proceed against any entity or person whatsoever, or any other remedy at law or in equity against Maker or Guarantorincluding Maker, Cornerstone, and the indemnitors/guarantorsother Exculpated Parties, if any, under with respect to the enforcement of any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits guarantees of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Principal Indebtedness or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required sums due hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to payment that may be entered into after the date hereof, except as may be expressly set forth in any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithsuch guarantee.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any Holder nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose Operative Agreements. The Administrative Agent and the lien Lenders agree that, in the event any of the Deed of Trust; (ii) take appropriate action them pursues any remedies available to enforce the Deed of Trustthem under this Agreement, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, in its individual capacity, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under that certain Environmental Indemnity this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement of even date herewith related to or secured by the Property; Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (b) Holder may seek damages relieve the Lessor or other monetary relief, any Exculpated Person from liability and responsibility for (but only to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") damages arising by reason of or in connection with: of): (i) active waste knowingly committed by the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Lessor or any of Exculpated Person with respect to the other Loan Documents following an Event of Default; Properties or (ii) any waste fraud, gross negligence, willful misconduct or willful breach on the part of the Property Lessor or any willful act such Exculpated Person; (c) relieve the Lessor or omission by Maker or Guarantor that damages or materially reduces any Exculpated Person from liability and responsibility for (but only to the value extent of the Property; moneys misappropriated, misapplied or not turned over) (iiii) misappropriation or misapplication by the distribution of rentsLessor (i.e., issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior application in a manner contrary to any other expenditure or distribution by Maker or Guarantor; (ivOperative Agreement) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating award paid or delivered to the Property or Lessor by any Person other collateral in than the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modificationAgent, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all deposits or any portion of escrows or amounts owed by the Property or any interest therein in violation of Lessee under the terms of this Note, Agency Agreement held by the Guaranty, the Deed of Trust or the other Loan Documents; Lessor or (iii) any rents or other income received by the incurrence by Maker Lessor from the Lessee that are not turned over to the Agent; or Guarantor of (d) affect or in any indebtedness in violation of way limit the terms of this Note, Agent's rights and remedies under any Operative Agreement with respect to the Guaranty, Rents and its rights and powers thereunder or to obtain a judgment against the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred Lessor's interest in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithProperties.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out none of the Property which are given as collateral for the GuarantyBorrower or any Investor or any of their respective officers, and directors or shareholders or any other collateral given in writing to Holder as security for repayment of the Guaranty their respective successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Collateral and the Guarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the foregoing provisions of this Section 9.17, nothing in this Agreement or any other Operative Agreement shall (ia) foreclose constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the lien right of the Deed of Trust; (ii) take appropriate action Agent or any Lender to enforce name the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Guarantee or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements guaranty ("Nonrecourse Indemnitors"whether of payment and/or performance) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior given to the payment of operating expenses Agent or the provision for reservesLenders, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentBorrower, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth in this ParagraphNo direct or indirect owner of any Borrower, ▇▇▇▇▇▇'s recourse nor any officer, director, manager, advisor, trustee, employee, agent or representative of any Borrower, shall be personally liable for the payment of any Indebtedness due hereunder or under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral or for the Guaranty, and performance of any other collateral given in writing to Holder as security for repayment obligations of the Guaranty any Borrower hereunder or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of under the other Loan Documents: (i) , nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest thereon will be enforced against any Borrower personally or against any property of any Borrower other than the Security and any other security furnished under the Loan Documents in any action to foreclose the lien of Portfolio Mortgages or to otherwise realize upon any security furnished under the Deed of Trust; (ii) take appropriate action Loan Documents or to enforce the Deed of Trust, the Guaranty, this Note and collect any of amount payable hereunder or under the other Loan Documents to realize upon and/or protect Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteDocuments permit, including, without limitation, the Guarantyright to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the Loan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Collateral; Documents: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such misappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, To the extent of such misappropriation; (iii) Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) pursue all Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of its rights and the Real Property, To the extent of any remedies against any guarantor available at law or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and in equity; (v) pursue all Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of its rights the Indebtedness then due and remedies against payable, operating and maintenance expenses (including real estate taxes) then due and payable, To the indemnitors under that certain Environmental Indemnity Agreement extent of even any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date herewith related Lender takes title to the Real insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and any Borrower fails to make such payments or deposits when due, Property;; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that a casualty or liability occurs or arises and insurance proceeds would have been available had such insurance been maintained, In the amount of the loss incurred as the result of such uninsured casualty or uninsured liability. (b) Holder may seek damages There shall be no limitation on or other monetary relief, prejudice to the extent rights of actual monetary loss, Lender to proceed against any person or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expensesentity, including, without limitation, attorney's fees and transfer taxesany Borrower, incurred by Holder in connection or on the exercise of any of Lender’s rights under any indemnity from Borrower to Lender; (c) There shall be no limitation on or prejudice to the rights of Lender to proceed against any entity or person whatsoever, including, without limitation, any Borrower, with respect to the enforcement of this Note, any guarantees of the Guaranty, the Deed of Trust Indebtedness or other sums due hereunder or under any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisionsany part thereof, any master leases, or if Maker or Guarantor or any principal similar rights of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithpayment.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a 29 default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth Subject to the exceptions and qualifications stated below, Lender shall not enforce the liability and obligation of any Country Club Loan Party to perform and observe the obligations contained in this ParagraphAgreement, ▇▇▇▇▇▇'s recourse under this the Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust, by any action or proceeding, wherein a money judgment shall be sought against such Country Club Loan Party; (ii) take except, Lender may bring a foreclosure action, an action for specific performance, or any other appropriate action or proceeding to enable Lender to enforce and realize upon the Deed of Trust, the Guaranty, this Note and security interests in any of the Country Club Properties and any other Collateral given to Lender pursuant to the Mortgages, any other Security Documents or any other Loan Documents Documents. Provided, however, except as specifically provided below, any judgment in any such action or proceeding shall be enforceable against a Country Club Loan Party only to realize upon and/or protect the extent of its interest in its respective Country Club Property and in any other Collateral given to Lender. Lender agrees that it shall not ▇▇▇ for, seek or demand any deficiency judgment against any Country Club Loan Party in any such action or proceeding under or by reason of or under or in connection with this Agreement, the Note or any other Loan Documents. The provisions of this Section 8.7 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by the Loan CollateralDocuments; (iiib) impair the right of Lender to name Maker or Guarantor any Country Club Loan Party as a party defendant in any action brought or suit for foreclosure and sale under this Noteany Mortgage or any other Loan Document; (c) affect the validity or enforceability of any guaranty made in connection with the Loan Documents, including, without limitation, the Guaranty; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of any of the Loan Documents; or (f) constitute a waiver of the right of Lender to enforce the liability and obligations of any and all Country Club Loan Parties and CCI, jointly and severally, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation (including reasonable attorneys' fees, including, without limitation, in-house counsel) incurred by Lender or any Affiliate of Lender resulting from: (i) waste relating to all or any portion of any of the Country Club Properties; (ii) any bad faith act or omission, the Deed intent of Trust which is to deprive Lender of, or diminish, its security in any of the Collateral, or any portion thereof, or (iii) any fraud or material misrepresentation contained herein or in any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the PropertyDocuments; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (iii) the failure of Maker or Guarantor any Country Club Loan Party to pay to Holderobtain and/or keep in effect insurance as required by the Loan Documents, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property them, or any willful act or omission by Maker or Guarantor that damages or materially reduces the value Country Club Loan Party's misapplication of the Property; any Loss Proceeds received with respect to any Collateral; (iii) a breach of or failure to strictly comply with the distribution provisions of rents, issues and profits from the Property prior to the payment Section 1.7 of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; Mortgage; (iv) the failure wrongful appropriation of income from or attributable to account for and to turn over any Collateral or any security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; deposits; (v) the failure to timely pay all any principal or interest payments or other monetary obligations secured by any of the Collateral, or to pay real estate taxes taxes, assessments, operating expenses or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards premiums relating to the Property or other collateral in the manner required under applicable provisions any of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consentCollateral, if and to the extent the gross revenues collected from the Collateral taken as a whole during the period of three hundred sixty five (365) days immediately preceding the date on which any Country Club Loan Party is deprived of possession of its Country Club Property, either through a foreclosure, the appointment of a receiver or the consummation of a deed in lieu of foreclosure, are available to pay such consent is required under amounts coming due during such period (giving due credit for the proper payment of any appropriate real estate taxes, assessments, operating expenses or insurance premiums during such period); (vi) Any Country Club Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value Party's breach of the Property; Environmental Indemnity to which it is a party or damages or costs (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's attorneys' fees (whether for in-house or outside counsel), removal costs and liability to third parties) incurred by Lender as a result of any breach of any of the provisions of Section 1.18 of any of the Mortgages or the presence of any Hazardous Substances in, on, under, from or about any of the Collateral; (vii) Any costs or expenses (including reasonable attorneys' fees and transfer taxesdisbursements, including without limitation, in-house counsel), incurred or expended by Holder Lender in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or incidental to any of the other Loan Documents events or situations referenced in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: clauses (i) fraud or willful misrepresentation through (vi) above, inclusive, and any Costs of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; Enforcement (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred as defined in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithNote).

Nonrecourse. Except as otherwise set forth in this ParagraphSection, ▇▇▇▇▇▇Lender's recourse under this NoteSecurity Deed, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Borrower arising out of the Property which are given as collateral for the GuarantyNote, and any other collateral given in writing to Holder Lender as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (aA) Holder Lender may, in accordance with the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or any of the other Loan DocumentsRelated Agreement: (i1) foreclose the lien of the Deed of Trustthis Security Deed; (ii2) take appropriate action to enforce the Deed of Trustthis Security Deed, the Guaranty, this Note and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii3) name Maker or Guarantor Borrower as a party defendant in any action brought under this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv4) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorBorrower; and (v5) pursue all of its rights and remedies against Borrower and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyherewith; (bB) Holder Lender may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorBorrower, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements 33 ("Nonrecourse Indemnitors") by reason of or in connection with: (i1) the failure of Maker or Guarantor Borrower to pay to HolderLender, upon demand, all rents, issues and profits of the Property to which Holder Lender is entitled pursuant to this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii2) any waste of the Property or any willful act or omission by Maker or Guarantor that Borrower which damages or materially reduces the value of the Property; (iii3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements prior to any other expenditure or distribution by Maker or GuarantorBorrower; (iv4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Security Deed, the Note or any Related Agreements; (v5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Security Deed, the Note or any Related Agreements; (vii7) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Security Deed, the Deed of Trust Note or other Loan Documentsany Related Agreement; (viii) 8) any modification, termination or cancellation of any lease of all or any portion of the Property without HolderLender's prior written consent, if and to the extent such consent is required under the Loan Documents Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix9) a default by Guarantor Borrower under any lease of all or any portion of the Property; or (x10) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder Lender in connection with the enforcement of this NoteSecurity Deed, the Guaranty, Note or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (bB) or (cC) as an exception to the nonrecourse provisions, or if Maker or Guarantor Borrower or any principal of either Borrower objects to any actions taken by Holder Lender to exercise its remedies under this NoteSecurity Deed, the Guaranty, Note or the Deed Related Agreements; Borrower or principal of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals Borrower commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇Lender, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor Borrower applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor Borrower or any principal of either Borrower opposes any motion by Holder Lender for relief from the Automatic Stay; and (cC) MakerBorrower, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor Borrower under this NoteSecurity Deed, the Guaranty, the Deed of Trust Note and the other Loan Documents Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by MakerBorrower, Guarantor, any of their its sole member or general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Security Deed, the Note, the Guaranty, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by HolderLender; (ii) a Transfer of any interest in Maker or Guarantor Borrower or all or any portion of the Property or any interest therein in violation of the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor Borrower of any indebtedness in violation of 34 the terms of this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, MakerBorrower, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be he responsible for any costs and expenses incurred by Holder Lender in connection with the collection of any amounts for which MakerBorrower, Guarantor, any of their the its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphSection 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any Holder nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose Operative Agreements. The Administrative Agent and the lien Lenders agree that, in the event any of the Deed of Trust; (ii) take appropriate action them pursues any remedies available to enforce the Deed of Trustthem under this Agreement, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, in its individual capacity, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under that certain Environmental Indemnity this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement of even date herewith related to or secured by the Property; Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (b) Holder may seek damages relieve the Lessor or other monetary relief, any Exculpated Person from liability and responsibility for (but only to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") damages arising by reason of or in connection with: of): (i) active waste knowingly committed by the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Lessor or any of Exculpated Person with respect to the other Loan Documents following an Event of Default; Properties or (ii) any waste fraud, gross negligence, willful misconduct or willful breach on the part of the Property Lessor or any willful act such (i) misappropriation or omission misapplication by Maker or Guarantor that damages or materially reduces the value of the Property; Lessor (iii) the distribution of rentsi.e., issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior application in a manner contrary to any other expenditure or distribution by Maker or Guarantor; (ivOperative Agreement) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating award paid or delivered to the Property or Lessor by any Person other collateral in than the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modificationAgent, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all deposits or any portion of escrows or amounts owed by the Property or any interest therein in violation of Lessee under the terms of this Note, Agency Agreement held by the Guaranty, the Deed of Trust or the other Loan Documents; Lessor or (iii) any rents or other income received by the incurrence by Maker Lessor from the Lessee that are not turned over to the Agent; or Guarantor of (d) affect or in any indebtedness in violation of way limit the terms of this Note, Agent's rights and remedies under any Operative Agreement with respect to the Guaranty, Rents and its rights and powers thereunder or to obtain a judgment against the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred Lessor's interest in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithProperties.

Nonrecourse. Except Notwithstanding anything contained in this Security Deed, the Note, or the Related Agreements, except as otherwise set forth in this Paragraphparagraph, ▇▇▇▇▇▇'s recourse the liability of BORROWER and the general partners of BORROWER, if any, under this the Note, the Guaranty, the this Security Deed of Trust and the other Loan Documents Related Agreements shall be limited to to, and satisfied from, the Subject Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurredtherefrom, the other assets of Guarantor BORROWER arising out of the Subject Property which are given as collateral for the GuarantyNote, and any other collateral given in writing to Holder LENDER as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may; provided, however, that nothing contained in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: paragraph shall (i) foreclose the lien preclude LENDER from foreclosing this Security Deed or from enforcing any of the Deed of Trust; its rights or remedies in law or in equity against BORROWER except as stated in this paragraph, (ii) take appropriate action to enforce constitute a waiver of any obligation evidenced by the Note or secured by this Security Deed of Trustor any Related Agreements, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) limit the right of LENDER to name Maker or Guarantor BORROWER as a party defendant in any action brought under this NoteSecurity Deed, the Guaranty, the Deed of Trust Note or any of the other Loan Documents Related Agreements, so long as the exercise of execution on any remedy judgment is limited to the Loan Collateral; , (iv) pursue prohibit LENDER from pursuing all of its rights and remedies against any guarantor or surety or master tenant surety, whether or not such guarantor or surety is a partnerpartner of BORROWER, member or other owner of Maker or Guarantor; and (v) pursue all limit the personal liability of its rights BORROWER or shareholder of BORROWER, or any general partner of BORROWER, to LENDER, for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation or willful damage to the Subject Property, or (vi) preclude LENDER from recovering from BORROWER and remedies against the indemnitors under that certain the Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithherewith.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, Operative Agreements. The Agent and the indemnitors/guarantorsLenders agree that, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary)of them pursues any remedies available to them under this Agreement, Maker, Guarantor the Notes or any principal of either opposes other Operative Agreement, neither the Agent nor the Lenders shall have any motion by Holder recourse against the Borrower, nor any other Exculpated Person, for relief from any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Automatic Stay; and (c) Maker, Guarantor, any of their general partners Trust Estate and the Nonrecourse Indemnitor(s)Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, if any, shall become personally liable for payment of all the indebtedness evidenced by obligations and undertakings contained in this NoteAgreement, the Guaranty and performance of all Notes or any other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Operative Agreement. The Agent and the other Loan Documents upon Lenders further agree that the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, Borrower shall not be responsible for any costs and expenses incurred by Holder in connection with the collection payment of any amounts for which Maker, Guarantor, any of their the general partners, if any, owing hereunder (excluding principal and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all interest (other costs and expenses incurred in connection therewith.than

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s ’s recourse under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantythis Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "“Loan Collateral"”). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan DocumentsRelated Agreement: (i) foreclose the lien of the Deed of TrustMortgage; (ii) take appropriate action to enforce the Deed of Trustthis Note, the Guaranty, this Note Mortgage and any of the other Loan Documents Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or GuarantorMaker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Propertyand that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or GuarantorMaker, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("“Nonrecourse Indemnitors"”) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements prior to any other expenditure or distribution by Maker or GuarantorMaker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of DefaultDefault under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust Mortgage or other Loan Documentsany Related Agreement; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's ’s prior written consent, if and to the extent such consent is required under the Loan Documents Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect affect on the value of the Property; (ix) a default by Guarantor Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, reasonable attorney's ’s fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, Mortgage or the Deed of Trust or any of the other Loan Documents Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, ; or if the Maker or Guarantor or any principal of either Maker objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor Maker or any principal of their principals Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or if in the event of any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor the Maker or any principal of either Maker opposes any motion by Holder ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty Note and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements upon the occurrence of anyany of the following: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their its sole member or general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the GuarantyMortgage, the Deed of Trust, or the other Loan Documents Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan DocumentsRelated Agreements; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust Mortgage or the other Loan Documents Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this ParagraphParagraph 17, including attorneys' and paralegals' ’ fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth in this Paragraphparagraph, ▇▇▇▇▇▇'s recourse the liability of Maker and the general partners of Maker, if any, under this Note, the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurredtherefrom, the other assets of Guarantor Maker arising out of the Property which are given as collateral for the Guarantyloan evidenced by this Note, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: ; provided, however, that nothing contained in this paragraph shall (a) preclude Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose from foreclosing the lien of the Deed Mortgage or from enforcing any of Trust; its rights or remedies in law or in equity against Maker except as stated in this paragraph, (iib) take appropriate action to enforce the Deed constitute a waiver of Trust, the Guaranty, any obligation evidenced by this Note and or secured by the Mortgage or any Related Agreements, (c) limit the right of the other Loan Documents Holder to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust Mortgage or any of the other Loan Documents Related Agreements, so long as the exercise of execution on any remedy judgment is limited to the Loan Collateral; , (ivd) pursue prohibit Holder from pursuing all of its rights and remedies against any guarantor or surety or master tenant surety, whether or not such guarantor or surety is a partnerpartner of Maker, member or other owner (e) limit the personal liability of Maker or Guarantor; any shareholder of Maker, or any general partner of Maker to Holder for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation or willful damage to the Property or (f) preclude Holder from recovering from Maker and (v) pursue all of its rights and remedies against the indemnitors Indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithherewith.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, Operative Agreements. The Agent and the indemnitors/guarantorsLenders agree that, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary)of them pursues any remedies available to them under this Agreement, Maker, Guarantor the Notes or any principal of either opposes other Operative Agreement, neither the Agent nor the Lenders shall have any motion by Holder recourse against the Borrower, nor any other Exculpated Person, for relief from any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Automatic Stay; and (c) Maker, Guarantor, any of their general partners Trust Estate and the Nonrecourse Indemnitor(s)Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, if any, shall become personally liable for payment of all the indebtedness evidenced by obligations and undertakings contained in this NoteAgreement, the Guaranty and performance of all Notes or any other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust Operative Agreement. The Agent and the other Loan Documents upon Lenders further agree that the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, Borrower shall not be responsible for any costs and expenses incurred by Holder in connection with the collection payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for which Makerapplication to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, Guarantornothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.the

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Persons”), shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan DocumentsOperative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Property and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Property and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by the Security Agreement, the Mortgage (i) foreclose misappropriation or misapplication by the lien of the Deed of Trust; Lessor (iii.e., application in a manner contrary to any Operative Agreement) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited insurance proceeds or condemnation award paid or delivered to the Loan Collateral; (iv) pursue all of its rights and remedies against Lessor by any guarantor or surety or master tenant whether or not a partner, member or Person other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against than the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary lossAgent, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of rents or other income received by the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits Lessor from the Property prior Lessee that are not turned over to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the PropertyAgent; or (xd) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents affect or in connection any way limit the Agent’s rights and remedies under any Operative Agreement with a deed-in-lieu of foreclosure if the Event of Default giving rise respect to the enforcement action is one described in subsections (b) Rents and its rights and powers thereunder or (c) as an exception to obtain a judgment against the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or Lessor’s interest in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithProperties.

Nonrecourse. Except as otherwise set forth expressly provided in this ParagraphSection 3(i), ▇▇▇▇▇▇'s recourse under the Borrower and its members shall not have personal liability for payment of the principal of, or interest on, this AHIF Note, and the Guarantysole recourse of the County with respect to the payment of the principal of, and interest on, this AHIF Note shall be to the Property and any other collateral held by the County as security for this AHIF Note; provided however, nothing contained in the foregoing limitation of liability shall: i. impair the enforcement against all such security for the AHIF Loan of all the rights and remedies of the County under the AHIF Deed of Trust and any financing statements the County files in connection with the AHIF Loan as each of the foregoing may be amended, modified, or restated from time to time; ii. impair the right of the County to bring a foreclosure action, action for specific performance or other Loan Documents shall be limited appropriate action or proceeding to enable the County to enforce and realize upon the AHIF Deed of Trust, the interest in the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, created thereby and any other collateral given to the County in writing connection with the indebtedness evidenced hereby and to Holder name the Borrower as security party defendant in any such action; iii. constitute a waiver of any right which the County may have under any bankruptcy law to file a claim for repayment the full amount of the Guaranty indebtedness owed to the County hereunder or this Note (to require that the Property shall continue to secure all of the foregoing are collectively referred indebtedness owed to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, County hereunder in accordance with this AHIF Note and the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the AHIF Deed of Trust; (ii) take appropriate action or iv. limit or restrict the ability of County to seek or obtain a judgment against Borrower to enforce against Borrower to: 1. recover under those sections of the Deed Loan Agreement that pertain to Borrower’s indemnification obligations, or 2. recover from Borrower compensatory damages as well as other costs and expenses incurred by County (including without limitation attorney’s fees and expenses) arising as a result of Trust, the Guaranty, this Note and occurrence of any of the other Loan Documents to realize upon and/or protect following: a. any fraud or material misrepresentation on the part of the Borrower, any member thereof, or any officer, director or authorized representative of Borrower or any affiliate thereof in connection with the request for or creation of the AHIF Loan, or in the Loan Collateral; (iii) name Maker Agreement or Guarantor as a party defendant any other AHIF Loan Documents, or in connection with any request for any action brought under this Note, or consent by the Guaranty, County in connection with the Deed of Trust or AHIF Loan; b. any of failure to maintain insurance on the other Loan Documents so long Property as the exercise of any remedy is limited required pursuant to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerAgreement; c. failure to pay taxes, member assessments or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to charges which may become liens on the Property; (b) Holder may seek damages or other monetary relief, to d. the extent presence of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to Hazardous Materials on the Property or other collateral in the manner required under applicable provisions violation of the Borrower’s obligations under the Loan Agreement or the AHIF Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation pertaining to environmental matters); e. the occurrence of any lease act or omission of all Borrower that results in waste to or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation which has a material adverse effect on the value of the Property; (ix) a default ; f. the material misappropriation of the AHIF Loan proceeds; g. the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the AHIF Deed of Trust; h. the material misappropriation of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by Guarantor under any lease reason of all damage, loss or destruction to any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with and i. the enforcement failure of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise Borrower to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies pay all amounts payable under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of AHIF Note in full if Borrower Transfers the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithAgreement.

Nonrecourse. Except as otherwise set forth specifically provided hereinafter in this ParagraphSection 15 and in Section 40 of the Deed of Trust, ▇▇▇▇▇▇'s recourse neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the general or limited partners of Maker nor any of their respective officers, directors, shareholders, agents, employees or representatives (collectively the "Exculpated Parties") shall be personally liable for the payment of any sums due hereunder or the performance of any obligations of Maker hereunder or under this Notethe other Loan Documents. No judgment for the repayment of the Principal Indebtedness or interest thereon or any other amount payable pursuant to any of the Loan Documents, will be enforced against any of the Guaranty, Exculpated Parties personally or any property of any of the Exculpated Parties other than the Security and any other security -10- 106 now or hereafter expressly granted under the Loan Documents in any action to foreclose the Deed of Trust and or to otherwise realize upon any security now or hereafter expressly granted under the other Loan Documents shall be limited or to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and collect any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")amount payable hereunder. Notwithstanding the preceding sentenceforegoing: (a) Nothing herein contained shall be construed as prohibiting Holder mayfrom exercising any and all remedies which the Loan Documents permit, in accordance with including the terms of this Noteright to bring actions or proceedings against Maker, the GuarantyCornerstone, the Deed of Trust or any of the and other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action Exculpated Parties and to enforce the Deed of Trustenter a judgment against Maker, the GuarantyCornerstone, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this NoteExculpated Parties, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the security now or hereafter expressly granted under the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the PropertyDocuments; (b) Holder may seek damages Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (to the extent the other Exculpated Parties would be liable outside of the provisions of this section) shall be fully and personally liable for, (i) misapplying any condemnation awards or other monetary reliefinsurance awards attributable to the Security, to the full extent of actual monetary losssuch awards so misapplied, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) misapplying any waste security deposits attributable to the Security, to the full extent of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in advance in violation of any covenant contained in the distribution of rentsLoan Documents, issues and profits from the Property prior to the payment full extent of operating expenses or the provision for reservessuch rents so collected in advance, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) committing fraud or willful intentional misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In additionSecurity or the making of the loan evidenced hereby, Makerto the full extent of any loss, Guarantordamage, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any expense or costs and expenses (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or waste, (v) failing to pay in connection with order of priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the collection of any amounts for which MakerReal Property, Guarantorother sums required by the Loan Documents, any of their the general partnersdeposits into a required reserve account, if anycapital expenditures, and the Nonrecourse Indemnitorsmanagement fees, if any, are personally liable under this Paragraph, including attorneys' and paralegals' leasing fees and expenses, court costs, filing fees marketing and all other advertising costs and expenses incurred in connection therewith.debt

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteneither the Borrower nor any officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds director or shareholder thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out nor any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty Borrower's successors or this Note assigns (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Collateral and the Guarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the foregoing provisions of this Section 9.17, nothing in this Agreement or any other Operative Agreement shall (ia) foreclose constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the lien right of the Deed of Trust; (ii) take appropriate action Agent or any Lender to enforce name the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the Guaranty, the Deed of Trust validity or any enforceability of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, Guarantee or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements guaranty ("Nonrecourse Indemnitors"whether of payment and/or performance) by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior given to the payment of operating expenses Agent or the provision for reservesLenders, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of indemnity agreement given by the Property without Holder's prior written consentBorrower, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.

Nonrecourse. Except as otherwise set forth Subject to the qualifications below, Lender will not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Paragraphthe Related Documents to which it is a party (except any Hazardous Materials Certificate and Indemnity Agreement by any action or proceeding wherein a money judgment shall be sought against Borrower, ▇▇▇▇▇▇'s recourse except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest and rights under this Notethe Related Documents, or in the Property, the GuarantyProperty gross revenues (including rents, security deposits, advance deposits, any other deposits, rents collected in advance, funds held by Borrower for the benefit of another party and lease termination payments received by commercial tenants) (collectively, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and “Gross Revenues”) or any other collateral given to Lender pursuant to the Related Documents; provided, however, that, except as specifically provided herein, any judgment in writing any such action or proceeding shall be enforceable against Borrower only to Holder as security for repayment the extent of Borrower’s interest in the Guaranty Property, in the Property Gross Revenues and in any other collateral given to Lender, and Lender shall not ▇▇▇ for, seek or this Note demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with any Related Document (all of the foregoing are collectively referred to as the "Loan Collateral"except any Hazardous Materials Certificate and Indemnity Agreement). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms The provisions of this Noteparagraph shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any Related Document; (ii) impair the Guaranty, right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Deed of Trust Trust; (iii) affect the validity or enforceability of any of the Related Documents or any guaranty made in connection with the Loan or any of the other Loan Documents: rights and remedies of Lender thereunder; (iiv) foreclose impair the lien right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Deed of Trust; (iivi) take constitute a prohibition against Lender to commence any other appropriate action or proceeding in order for Lender to fully realize the security granted by the Related Documents or to exercise its remedies against the Collateral; or (vii) constitute a waiver of the right of Lender to enforce the Deed liability and obligation of TrustBorrower, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker by money judgment or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary reliefotherwise, to the extent of actual monetary any loss, damage, cost, expense, liability, claim or any other remedy at law or in equity against Maker or Guarantor, obligation incurred by Lender (including reasonable attorneys’ fees and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors"costs reasonably incurred) by reason arising out of or in connection with: with the following (i) the failure all such liability and obligation of Maker Borrower for any or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property following being referred to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance herein as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.“Borrower’s Recourse Liabilities”):

Nonrecourse. Except as otherwise set forth (a) Anything to the contrary contained in this ParagraphAgreement or in any other Operative Document notwithstanding, ▇▇▇▇▇▇'s recourse under this Noteno officer, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out director or shareholder of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note Owner (all of the foregoing are collectively such Persons being hereinafter referred to collectively as the "Loan CollateralExculpated Persons"). Notwithstanding , shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Document including the preceding sentence: (a) Holder maypayment of the principal of, in accordance with the terms of this Noteor interest on, the GuarantyPriority Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust Priority Notes or any of the other Loan Operative Documents: . The Administrative Agent, the Priority Agent and the Priority Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Priority Notes or any other Operative Document, none of the Priority Agent, the Administrative Agent nor the Priority Lenders shall have any recourse against the Owner, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Collateral; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Project in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Priority Notes or any other Operative Document. Notwithstanding the foregoing provisions of this Section 10.10(a), nothing in this Agreement or any other Operative Document shall (i) foreclose the lien constitute a waiver, release or discharge of the Deed of Trust; any obligation evidenced or secured by this Agreement or any other Operative Document, (ii) take appropriate action to enforce limit the Deed right of Trustthe Administrative Agent, the Guaranty, this Note and Priority Agent or any of Priority Lender hereunder to name the other Loan Documents to realize upon and/or protect Company or the Loan Collateral; (iii) name Maker or Guarantor Owner as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (iii) affect in any way the validity or enforceability of the Structural Guaranty or any other guaranty (whether of payment and/or performance) given to the Administrative Agent, the GuarantyPriority Agent, the Deed of Trust Security Agent or any of the other Loan Documents so long as the exercise Priority Lenders, or of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerCompany, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against in connection with the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property;Priority Loans made hereunder. (b) Holder may seek damages Each party hereto acknowledges and agrees that the Trust Company is (except as otherwise expressly provided herein or therein) entering into this Agreement and the other monetary reliefOperative Documents to which it is a party (other than the Trust Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity, and that Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Documents. Except as specifically provided in the Trust Agreement and except to the extent of actual monetary lossthat the Trust Company shall have acted in its individual capacity, all Persons having any claim against the Owner or any other remedy at law or the Trust Company acting in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") its capacity as Trustee by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior transactions contemplated hereby shall look only to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable Estate for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithsatisfaction thereof.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (iexcluding principal and interest (other than Overdue Interest) foreclose the lien in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. Except as otherwise set forth Anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse neither the Borrower nor any officer, director, affiliate or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Persons”), shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: (i) foreclose Operative Agreements. The Administrative Agent and the lien Lenders agree that, in the event any of the Deed of Trust; (ii) take appropriate action them pursues any remedies available to enforce the Deed of Trustthem under this Agreement, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Properties and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors Properties and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under that certain Environmental Indemnity this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement of even date herewith related to or secured by the Property; Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (b) Holder may seek damages relieve the Lessor or other monetary relief, any Exculpated Person from liability and responsibility for (but only to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") damages arising by reason of or in connection with: of): (i) active waste knowingly committed by the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust Lessor or any of Exculpated Person with respect to the other Loan Documents following an Event of Default; Properties or (ii) any waste fraud, gross negligence, willful misconduct or willful breach on the part of the Property Lessor or any willful act such Exculpated Person; (c) relieve the Lessor or omission by Maker or Guarantor that damages or materially reduces any Exculpated Person from liability and responsibility for (but only to the value extent of the Property; moneys misappropriated, misapplied or not turned over) (iiii) misappropriation or misapplication by the distribution of rentsLessor (i.e., issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior application in a manner contrary to any other expenditure or distribution by Maker or Guarantor; (ivOperative Agreement) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating award paid or delivered to the Property Lessor by any Person other than the Agent, or (ii) any rents or other collateral in income received by the manner required under applicable provisions of Lessor from the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and Lessee that are not turned over to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; Agent (ix) a default by Guarantor under any lease of all or any portion of the Propertyother than Excepted Payments); or (xd) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents affect or in connection any way limit the Administrative Agent’s rights and remedies under any Operative Agreement with a deed-in-lieu of foreclosure if the Event of Default giving rise respect to the enforcement action is one described in subsections (b) Rents and its rights and powers thereunder or (c) as an exception to obtain a judgment against the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or Lessor’s interest in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithProperties.

Nonrecourse. Except as otherwise set forth Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereon and for performance of all covenants contained in this Paragraphthe Note or in any of the other Loan Documents, to the extent, but only to the extent, of L▇▇▇▇▇▇'s recourse under this Note’s security for the same, including, without limitation, all properties, rights, estates and interests covered by the Guaranty, the Deed of Trust Mortgage and the other Loan Documents Documents. No attachment, execution or other writ or process shall be limited sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interests described in the Mortgage and the other Loan Documents. In the event of foreclosure of such liens, mortgages or security interests, by private power of sale or otherwise, no judgment for any deficiency upon such indebtedness, sums and amounts shall be sought or obtained by L▇▇▇▇▇ against Borrower. Subject to the foregoing, nothing herein contained shall be construed to prevent L▇▇▇▇▇ from exercising and enforcing any other remedy relating to the Property and allowed at law or in equity or by any statute or by the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event terms of Default has occurred, the other assets of Guarantor arising out any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")Documents. Notwithstanding the preceding sentence: (a) Holder mayforegoing, Borrower shall be personally liable to Lender as set forth in Paragraph 12 of the Note. Lender shall not be limited in any way in enforcing the personal liability and obligations of Borrower under the Loan Documents against Borrower, nor shall Lender be limited in any way in enforcing the personal liability and obligations of any guarantor or indemnitor in accordance with the terms of this Notethe instruments creating such liabilities and obligations. To that end, Borrower hereby expressly waives any right to require Lender to bring any action against any other person or to require that resort be had to any security and, without limiting the Guaranty, the Deed of Trust or any generality of the other Loan Documents: (i) foreclose foregoing, Borrower herewith expressly waives any right Borrower otherwise might have or might have had under the lien provisions of Section 26-7 of the Deed of Trust; (ii) take appropriate action to enforce the Deed of TrustNorth Carolina General Statutes, the Guaranty, this Note and any of the et. seq. and/or other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithNorth Carolina laws.

Nonrecourse. Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereon and for performance of all covenants contained in the GuarantyNote or in any of the other Loan Documents, to the extent, but only to the extent, of Lender’s security for the same, including, without limitation, all properties, rights, estates and interests covered by this Deed of Trust and the other Loan Documents Documents. No attachment, execution or other writ or process shall be limited sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interests described in this Deed of Trust and the other Loan Documents. In the event of foreclosure of such liens, mortgages or security interests, by private power of sale or otherwise, no judgment for any deficiency upon such indebtedness, sums and amounts shall be sought or obtained by Lender against Borrower. Subject to the foregoing, nothing herein contained shall be construed to prevent Lender from exercising and enforcing any other remedy relating to the Property and allowed at law or in equity or by any statute or by the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event terms of Default has occurred, the other assets of Guarantor arising out any of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral")Documents. Notwithstanding the preceding sentenceforegoing, Borrower shall be personally liable to Lender for: (a) Holder maydamages, losses, liabilities, costs or expenses (including, without limitation, attorneys’ fees) incurred by Lender due to any of the following: (i) security deposits of tenants of the Property (not previously applied to remedy tenant defaults or previously returned to tenants in accordance with the express provisions of their leases) which have not been paid over to Lender; (ii) any rents prepaid by any tenant of the Property more than one (1) month in advance; (iii) any insurance proceeds or condemnation awards received by Borrower and not applied according to the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (iiiv) take appropriate action accepting Lease termination payments without Lender’s prior written consent and direction as to enforce use; (v) repairs to the Deed of TrustProperty resulting from a casualty not reimbursed by insurance, to the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect extent insurance coverage for such repairs was required by the Loan CollateralDocuments; (iiivi) name Maker fraud, material misrepresentation or Guarantor as a party defendant in bad faith on the part of Borrower; (vii) any action brought event or circumstance for which Borrower is obligated to indemnify Lender under the provisions of this Note, the Guaranty, the Deed of Trust respecting Hazardous Substances, Contamination or any Clean-Up; (viii) waste of the other Loan Documents so long as the exercise of any remedy is limited to the Loan CollateralProperty by Borrower; (ivix) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member Borrower’s failure to pay real estate taxes or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies assessments against the indemnitors Property; (x) Borrower’s failure to comply with the Americans with Disabilities Act of 1990, as amended, or (xi) if the ground lessee (the “Ground Lessee”) under that certain Environmental Indemnity Agreement Ground Lease disclosed by that certain Memorandum of even date herewith related to Ground Lease recorded in Bannock County, Idaho on March 1, 1983 as Instrument Nos. 703253 and 703254 and amended by Amendment recorded in Bannock County, Idaho on December 10, 1996 as Instrument No. 96020658 blocks access over the portion of North Loop Road crossing over said Ground Lessee’s leased parcel between Hospital Way and the Property;; and (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to collected by Borrower after an Event of Default has occurred and is continuing or after an event or circumstance has occurred and is continuing which with the payment passage of operating expenses time or the provision for reservesgiving of notice, if anyor both, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of would constitute an Event of Default; (v) , unless such rents, issues and profits are applied to the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence normal operating expenses of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required Secured Debt. Lender shall not be limited in any way in enforcing the personal liability and obligations of Borrower under the Loan Documents against Borrower, nor shall Lender be limited in any way in enforcing the personal liability and if and to obligations of any guarantor or indemnitor in accordance with the extent such modification, termination or cancellation has a material adverse effect on the value terms of the Property; (ix) a default by Guarantor instruments creating such liabilities and obligations. The personal liability and obligations of Borrower under any lease the Loan Documents shall survive the discharge of all or any portion this Deed of Trust, whether through full payment of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guarantyforeclosure, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithotherwise.

Nonrecourse. Except as otherwise set forth In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this ParagraphAgreement or in any other Operative Agreement notwithstanding, ▇▇▇▇▇▇'s recourse no officer, director or shareholder (other than a Credit Party) of any party to any Operative Agreement shall be personally liable in any respect for any liability or obligation hereunder or under this Noteany other Operative Agreement including without limitation the payment of the principal of, or interest on, the GuarantyNotes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust Notes or any of the other Loan Documents: Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any officer, director or shareholder (iother than a Credit Party) foreclose of any party to any Operative Agreement, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the lien Trust Estate and the Credit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Deed Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Trust; Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (iiit being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) take appropriate action to enforce constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the Deed of Trust, the Guaranty, this Note and any right of the other Loan Documents Agent or any Lender to realize upon and/or protect name the Loan Collateral; (iii) name Maker or Guarantor Borrower as a party defendant in any action brought or suit for judicial foreclosure and sale under this Noteany Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the GuarantyAgent or the Lenders, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to indemnity agreement given by the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partnerBorrower, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewithLoans made hereunder.