Common use of Partial Recourse Clause in Contracts

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but not their members, partners (other than the General Partners), employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employees; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but not their members, partners (other than the General Partners)partners, employees, shareholders agents, directors or officers (the "EXCULPATED PARTIESExculpated Parties")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesBorrowers; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which that are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income Receipts of the Properties received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place jurisdiction of business address organization of any of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor Borrowers to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; and (xix) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but not their members, partners (other than the General Partners)partners, employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesBorrowers; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which that are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income Receipts of the Properties received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place jurisdiction of business address organization of any of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor Borrowers to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; and (xix) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but not their members, partners (other than the General Partners)partners, employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employees; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties and the Jekyll Island Property received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement or the Jekyll Island Cash Management Agreement; (v) failure to turn over to Lender or Mortgage Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Mortgage Lender, the servicer of the Mortgage Loan, Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers or of any change in the name of any of the Borrowers Borrower or if any of the Borrowers Borrower takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowersany Borrower, any general partner or managing member of the Borrowerssuch Borrower, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate Related Person of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents)them.

Partial Recourse. Notwithstanding Section 12.1, Borrower and ---------------- Guarantor (with respect to the Borrowers matters described in clauses (but not their membersi)-(iv) inclusive, partners (other than the General Partnersvi), employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")ix) and Guarantor (x) below only) shall be personally liable to in the extent amount of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender to the extent resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesfraud; (ii) any material and intentional misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan DocumentDocument or otherwise in connection with obtaining the Loan; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties any Property which Borrower has received and which are not applied in accordance with the provisions of the Loan DocumentsDocuments (provided, however, that Guarantor shall only be personally liable for the amount of such proceeds, awards or sums actually distributed by Borrower to Member, Guarantor or any of their Affiliates); (iv) all rents, profits, issues, products and income of the Properties any Property received or collected by or on behalf of the Borrowers Borrower or any Borrower Party or Manager and not deposited into the Deposit Central Account in accordance with Article VII and the Cash Management AgreementAgreement or otherwise applied in accordance with the Loan Documents (provided, however, that Guarantor shall only be personally liable for the amount of such rents, profits, issues, products or income actually distributed by Borrower to Member, Guarantor or any of their Affiliates); (v) failure by Borrower or any Borrower Party to turn over to Lender, after the occurrence and during the continuance of an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers by Borrower or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor Guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (vii) waste; (viii) material wasteall reasonable costs and expenses, including attorneys' fees and expenses, incurred in collecting any amount due under the Loan Documents; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; and (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but not their membersBorrower, partners (other than the General Partners), employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) Guarantor and Guarantor any general partner of Borrower shall be personally liable to in the extent amount of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesfraud; (ii) any material and intentional misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan DocumentDocument or otherwise in connection with obtaining the Loan; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties Property which Borrower has received and which are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties Property received or collected by or on behalf of the Borrowers Borrower or any Borrower Party or Manager and not deposited into the Deposit Central Account in accordance with Article VII and the Cash Management AgreementAgreement or otherwise received after the occurrence and during the continuance of an Event of Default (other than by Lender or Servicer) and not applied in accordance with the Loan Documents; (v) failure to turn over to Lender, after the occurrence and during the continuance of an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the BorrowersBorrower, any general partner or managing member of the BorrowersBorrower, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (vii) waste; (viii) material wasteall reasonable costs and expenses, including attorneys' fees and expenses, incurred in collecting any amount due under the Loan Documents; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; 10.3 and (x) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid actual, attempted or distributedpurported modification, directly amendment, termination or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) surrender of the original principal balance Ground Lease (except pursuant to a rejection of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described Ground Lease in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents)Bankruptcy Code in which Borrower or the ground lessor is a debtor) without the prior written consent of Lender.

Partial Recourse. Notwithstanding Section 12.1, the Borrowers, Guarantor and any general partner of the Borrowers (but not their members, partners (other than the General Partners), employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to in the extent amount of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesfraud; (ii) any material and intentional misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan DocumentDocument or otherwise in connection with obtaining the Loan; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties Property which any Borrower has received and which are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties Property received or collected by or on behalf of the Borrowers any Borrower or any Borrower Party or Manager and not deposited into the Deposit Central Account in accordance with Article VII and the Cash Management AgreementAgreement or otherwise received after the occurrence and during the continuance of an Event of Default (other than by Lender or Servicer) and not applied in accordance with the Loan Documents; (v) failure to turn over to Lender, after the occurrence and during the continuance of an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of by any change in the principal place of business address of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the BorrowersBorrower, any general partner or managing member of the Borrowersany Borrower, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (vii) waste; (viii) material wasteall reasonable costs and expenses, including attorneys' fees and expenses, incurred in collecting any amount due under the Loan Documents; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; and (x) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent actual, attempted or purported modification, amendment, termination or surrender of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse Ground Lease (except pursuant to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening rejection of any of Ground Lease in a case under the following: (i) Bankruptcy Code in which any Borrower Party's defense or Ground Lessor is a debtor) without the prior written consent of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents)Lender.

Partial Recourse. Notwithstanding Section 12.1Subject to the provisions of this Section, and notwithstanding any provision of the Loan Documents other than this Section, the Borrowers personal liability of Borrower, and of any general partner of Borrower, to pay the principal of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower’s obligations under the Note shall be limited to (but not their membersa) the Collateral, partners (b) the personal property described in and pledged under any Loan Document other than this Instrument, and (c) the General Partnersrents, profits, issues, products and income of the Property received or collected by or on behalf of Borrower after an Event of Default. Except as provided in this Section, Lender shall not seek: (a) any judgment for a deficiency against Borrower, any member of Borrower, or Borrower’s successors or assigns, in any action to enforce any right or remedy under the Note, this Instrument or the other Loan Documents, or (b) any judgment on the Note except as may be necessary in any action brought under the Instrument to enforce the lien against the Property or any other Collateral. Borrower shall be fully and personally liable for payment and performance of all obligations set forth in the Loan Documents, including the payment of all principal, interest, and other amounts under the Note, in the event of (i) the occurrence of an uncured default under Sections 15, 16, or 29 of this Instrument, or (ii) intentionally deleted, (iii) the occurrence of any condition or event described in Section 20 (except that in the event of involuntary proceedings for which said Section 20 expressly provides time in which vacation or similar relief may be obtained, the same shall have no effect under this provision until the expiration of such period of time expressly provided for in said Section 20 without the stated relief), employeesor (iv) the failure of Borrower to pay to Lender the first regularly scheduled installment of principal and interest as and when the same shall become due under the Note. Further, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor Borrower shall be personally liable to in the extent amount of any liability, loss, damage, damage or cost or expense (including, without limitation, attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (ia) fraud of any of or intentional misrepresentation by Borrower in connection with obtaining the Borrower Parties or their agents or employees; (ii) any material misrepresentation made loan evidenced by the Borrowers Note, or any Borrower Party in this Loan Agreement or any other Loan Document; (iiib) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which are Property not applied in accordance with the provisions of the Loan Documents; Documents (ivexcept to the extent that Borrower did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct disbursement of such sums or payments), or (c) all rents, profits, issues, products and income of the Properties Property received or collected by or on behalf of the Borrowers or any Borrower Party or Manager after an Event of Default and not deposited into applied to payment of principal and interest due under the Deposit Account Note, and to the payment of actual and reasonable operating expenses of the Property, as they become due or payable (except to the extent that such application of such funds is prevented by bankruptcy, receivership, or similar judicial proceeding in accordance with Article VII and which Borrower is legally prevented from directing the Cash Management Agreement; disbursement of such sums), or (vd) misappropriation (including failure to turn over to Lender, after Lender on demand following an Event of Default, or misappropriation ) of any tenant security deposits or and rents collected in advance advance, or of funds held by Borrower for the benefit of another party, or (other than by Lender e) physical waste of the Property, or Servicer); (vif) Borrower’s failure to notify pay transfer fees and charges due Lender under the Loan Documents in connection with any subordinate financing or any transfer of all or any part of the Property, or any interest therein, from Borrower to Borrower’s transferee, or transfer of any change beneficial interest in the principal place of business address of the Borrowers Borrower (if Borrower is not a natural person or of any change in the name of any of the Borrowers persons but is a corporation, partnership, limited liability company, trust or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; legal entity), or (viig) failure by the BorrowersBorrower, any general partner or managing member of the BorrowersBorrower, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity Agreement to be executed at the closing of the Loan, or otherwise pertaining to environmental matters; , or (viiih) material waste; in the event Lender has waived (ixor Borrower has failed to pay) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower to pay any or all liabilities such taxes, assessments, premiums and expenses under rents attributable to the indemnification period of time that Borrower owns the Property, or (i) in the event that Lender has waived (or Borrower has not complied with) the requirement for third party property management, then any management fee taken by Borrower or any principal or affiliate of Borrower after an Event of Default, or (j) breach of any of Sections 15, 16 or 29 of this Instrument, (k) intentionally deleted, or (l) any claim, damages, offset or defense asserted by any tenant against Lender or any affiliate of Lender based on any act or omission (including any representation or other obligation) of Borrower or any agent, manager or other person employed by or acting on behalf of Borrower. No provision of this Section shall (i) affect the enforcement of the Environmental Indemnity Agreement or any guaranty or similar agreement executed in connection with the debt evidenced by the Note, (ii) release or reduce the debt evidenced by the Note, (iii) impair the lien of this Instrument, (iv) impair the rights of Lender to enforce any provisions of Section 10.3; this Instrument, (xv) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (limit Lender’s ability to obtain a deficiency judgment or judgment on the Note or otherwise against Borrower to the extent of necessary to obtain any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any amount for which Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not may be liable under in accordance with this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents)Section.

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but but, other than SBA Holdings and Guarantor, not their members, partners (other than the General Partners)partners, employees, shareholders shareholders, agents, directors or officers (the "EXCULPATED PARTIES"“Exculpated Parties”)) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' ’ fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesBorrowers; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which Sites that are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income Receipts of the Properties Sites received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the jurisdiction of organization or principal place of business address of any of the Borrowers Borrower Parties or of any change in the name of any of the Borrowers or if any of the Borrowers takes Borrower Parties take any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor Borrowers to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; and (xix) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).

Partial Recourse. Notwithstanding any provision of this Agreement to the contrary and in addition to the rights of Lender set forth in Section 12.19.3, below, (and not in limitation thereof), the Borrowers provisions of this Article IX shall not constitute a waiver or any limitation in any manner whatsoever of the right of Lender to enforce the liability and/or obligation of Borrower or any other Person liable for the Obligations (but not their members, partners (other than the General Partnersincluding any Guarantor), employeesby money judgment, shareholders agentsspecific performance or otherwise, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' fees and expenses) suffered or Losses incurred by Lender resulting from arising out of or attributable to or relating to any and all of the following: following (collectively, the “Partial Recourse Events” and individually, a “Partial Recourse Event”): (i) fraud the gross negligence or willful misconduct of Borrower, any other Borrower Party, or any of the agents, members, managers, officers or employees of any of the Borrower Parties or their agents or employees; foregoing Persons with respect to the Property, (ii) the voluntary waste or willful destruction of the Property or any material misrepresentation made portion thereof, including the intentional removal of any portion of the Property in violation of the Loan Documents; (iii) the failure to discharge or bond off any Liens against the Property or any portion thereof as a result of the failure to pay charges for labor or material; (iv) a failure by Borrower to pay Taxes or Other Charges in accordance with Section 5.4, above; (v) any violation, breach or failure to comply with Section 10.7, below; (vi) the Borrowers intentional misappropriation, misapplication, conversion or application in violation of the Loan Documents by Borrower or any Borrower Party (which shall include any use of Loan proceeds other than as specified in this Loan Agreement the Certificate of Sources and Uses) of (a) any Insurance Proceeds, (b) any Awards, Condemnation Proceeds or other amounts payable in connection with the Condemnation of all or a portion of the Property or any other Loan Document; (iii) insurance proceeds, condemnation awardsportion thereof, or other sums (c) any Rents and/or Security Deposits received or payments attributable to the Properties which are collected by any Borrower Party or any Affiliate of Borrower Party and not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties received or collected by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (vvii) failure to turn over maintain the insurance coverages required by Section 6.1 or any failure of Borrower to pay any deductible under any insurance policy after a loss covered by such policy; (viii) any material amendment or modification of any of the Organizational Documents of Borrower or any of the other Borrower Parties or of any Material Agreement shall occur without the prior written consent of Lender; (ix) Borrower or any of the Borrower Parties in any judicial or quasi-judicial case, action or proceeding directly or indirectly contests the validity or enforceability of the Loan Documents or directly or indirectly contests or intentionally hinders, delays or obstructs the pursuit of any rights or remedies by Lender (including the commencement and/or prosecution of a foreclosure action, judicial or non-judicial, the appointment of a receiver for the Property or any portion thereof or any enforcement of the terms of the Assignment of Leases) after an Event of Default; provided, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers or of any change in the name of any of the Borrowers or if any of the Borrowers takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowershowever, any general partner or managing member of the Borrowers, or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; that this clause (ix) shall not apply to any particular Borrower Party or otherwise pertain to any action of any Borrower Party which solely contends and alleges only that as a factual matter all liabilities and expenses of the Borrower Parties are in fact in compliance with all Obligations under the indemnification provisions Loan Documents and that no Event of Section 10.3Default has occurred and is continuing; (x) any uncured default Borrower Party, or any Affiliate of any Borrower Party, shall seek a jury trial in any action or proceeding against Lender, whether arising under Section 11.1the Loan Documents or otherwise; (xi) any material uncured default under Article IX; and (xii) Borrower Party, or any distributions made Affiliate of any Borrower Party, shall make a counterclaim against Lender, Servicer or their Affiliates in violation of Section 5.28 11.1, hereinbelow, in any action or proceeding, whether arising under the Loan Documents or otherwise; (xii) Borrower shall intentionally violate, breach or fail to the extent comply with any material provision of Section 5.3(a), hereinabove, and, if such violation, breach or failure is susceptible to cure and there is any grace period or any notice and cure right applicable to any such distribution) including amounts improperly paid violation, breach or distributedfailure, directly such violation, breach or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, failure is not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of cured within any such collection efforts following maturity applicable grace or cure period, or, if there is no applicable grace or cure period, within twenty (20) days after written notice from Lender; or (xiii) Borrower shall intentionally violate, breach or fail to comply with any material provision of the Loan Section 5.1, hereinabove, and, if such violation, breach or acceleration of the Loan on account of an Event of Default under Section 8.1(A), failure is susceptible to cure and there is any grace period or any other defense of notice and cure right applicable to any collection efforts without a good faith basis following such violation, breach or failure, such violation, breach or failure is not cured within any other Event of Default)such applicable grace or cure period, and or, if there is no applicable grace or cure period, within twenty (ii20) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents)days after notice from Lender.

Partial Recourse. Notwithstanding Section 12.1, the Borrowers Borrower (but not their its members, partners (other than the General Partners)partners, employees, shareholders agents, directors or officers (the "EXCULPATED PARTIES")) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employees; (ii) any material misrepresentation made by the Borrowers Borrower or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income of the Properties received or collected by or on behalf of the Borrowers Borrower or any Borrower Party or Manager and not deposited into the Deposit Lock Box Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender or Mortgage Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Mortgage Lender, the servicer of the Mortgage Loan, Lender or Servicer); (vi) failure to notify Lender of any change in the principal place of business address of the Borrowers Borrower or of any change in the name of any of the Borrowers Borrower or if any of the Borrowers Borrower takes any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, Borrower or any indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material wastewaste with respect to any of the Properties; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; (xi) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentencesentence or Section 12.1, the Loan shall be fully recourse to the Borrowers Borrower and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts by Lender to collect or enforce the Obligations following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts by Lender to collect or enforce the Obligations without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers Borrower and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any the Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documentsthem).

Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but but, other than SBA Holdings, the Guarantor and any Additional Guarantors, not their members, partners (other than the General Partners)partners, employees, shareholders shareholders, agents, directors or officers (the "EXCULPATED PARTIES"“Exculpated Parties”)) and Guarantor shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys' ’ fees and expenses) suffered or incurred by the Lender resulting from any and all of the following: (i) fraud of any of the Borrower Parties or their agents or employeesBorrowers; (ii) any material misrepresentation made by the Borrowers or any Borrower Party in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Properties which Sites that are not applied in accordance with the provisions of the Loan Documents; (iv) all rents, profits, issues, products and income Receipts of the Properties Sites received or collected by or on behalf of the Borrowers or any Borrower Party or the Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to the Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by the Lender or the Servicer); (vi) failure to notify the Lender of any change in the jurisdiction of organization or principal place of business address of any of the Borrowers Borrower Parties or of any change in the name of any of the Borrowers or if any of the Borrowers takes Borrower Parties take any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers, any general partner or managing member of the Borrowers, or any indemnitor or guarantor Borrowers to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) all liabilities and expenses under the indemnification provisions of Section 10.3; (x) any uncured default under Section 11.1; and (xix) any material uncured default under Article IX; and (xii) any distributions made in violation of Section 5.28 (to the extent of any such distribution) including amounts improperly paid or distributed, directly or indirectly, by Manager in circumvention of such restrictions. Notwithstanding the preceding sentence, the Loan shall be fully recourse to the Borrowers and Guarantor (but, with respect to Guarantor only, not in excess of ten percent (10%) of the original principal balance of the Loan) upon the happening of any of the following: (i) any Borrower Party's defense of any such collection efforts following maturity of the Loan or acceleration of the Loan on account of an Event of Default under Section 8.1(A), or any other defense of any collection efforts without a good faith basis following any other Event of Default), and (ii) any condition or event described in any of Subsections 8.1(G), 8.1(H), or 8.1(I) (except that the Borrowers and Guarantor shall not be liable under this Section 12.2 in connection with any Involuntary Borrower Bankruptcy unless such involuntary proceeding is solicited, procured, consented to or acquiesced in by any Borrower, Guarantor or any Affiliate of either of them or any Involuntary Borrower Bankruptcy caused by Mezzanine Lender following the exercise by Mezzanine Lender of its rights under the Mezzanine Loan Documents).