Common use of Full Recourse Liability Clause in Contracts

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇Borrower, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant▇▇▇▇▇▇, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant▇▇▇▇▇▇, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES BORROWER SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties Borrower in connection with the Property, the Documents, the Loan Application, Documents or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, or (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or; (d) any of the Recourse Parties (i) enters into Borrower executes a Lease with a Major Tenant, (ii) enters into Tenant or an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, Tenant in breach of the leasing restrictions set forth in Section 7 8 of the Assignment; providedor (e) the Property is located in California, however, that, in such event, such liability shall the Property is determined to be limited “environmentally impaired” pursuant to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result provisions of any Section 726.5 of the Recourse Parties taking any such action described in clauses (i)California Code of Civil Procedure. Notwithstanding the foregoing, (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties only Borrower and its general partner shall have joint any liability with respect to Section 8 and several personal this Section 9, and no other constituents, members, shareholders, or partners of Borrower shall have any liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) abovethereunder.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or Prudential Loan Nos. 706109321 - 706109336 CNL BV Portfolio Amended and Restated Loan Agreement (d) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇any Borrower, (2) any partner, shareholder or member of any Borrower or ▇▇▇▇▇▇▇▇any Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days after filing; provided, however, that this Section 8.02(h) shall not apply if (A) an involuntary bankruptcy is filed by Lender or (B) an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) aboveParties.

Full Recourse Liability. Notwithstanding Guarantor shall be personally, fully and completely liable for the provisions payment of Paragraph 8 of this Notethe Note (including all principal, interest and other charges associated therewith) and performance under the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth Loan Documents in the Documents if: event that: (a) there shall be Borrower or any breach Person having a direct or violation indirect ownership interest in Borrower violates the covenants governing the placing of Article V secondary financing pursuant to Sections 4.11(a)(ix), 7.1(m) or 8.1(g) of the Instrument; or Loan Agreement (except as permitted by Section 7.4 of the Loan Agreement), (b) there shall be Borrower or any fraud Person having a direct or material misrepresentation by indirect ownership interest in Borrower violates the covenant restricting Dispositions (other than Permitted Dispositions) pursuant to Article VII of the Loan Agreement, (c) any of the Recourse Borrower Parties files a petition in connection with bankruptcy or for the Property, the Documents, the Loan Applicationappointment of a receiver, or commences under any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (iid) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver (other than a filing instituted by Lender), or there is commenced under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from Borrower’s breach of the Loan Documents or any of the Borrower Parties collusion in an involuntary bankruptcy or insolvency proceeding filed against any of the Borrower Parties which is not dismissed within ninety one hundred eighty (90180) days after the filing of filing; providedsame, however, that this Paragraph 9(c(e) shall not apply if (A) an involuntary bankruptcy there is filed against Borrower any claim by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any reason of the Recourse Parties; or (d) any operation of the Recourse Parties federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) enters into the Loan being deemed a Lease with a Major Tenant, fraudulent conveyance or fraudulent transfer; or (ii) enters into an amendment or termination of any Lease with the Loan being deemed a Major Tenantpreferential transfer, or (iiif) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that any Borrower Parties or any Affiliate thereof challenges or disputes the damages suffered validity or incurred by Lender as a result enforceability of any of the Recourse Parties taking provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan Documents (unless prior to such challenge Borrower has either commenced turning over all revenue (including any security deposits) from the Property or Borrower has cooperated with the appointment of a receiver to preserve and protect the Property during the pendency of such action described in clauses (ichallenge), (ii) or (iiig) above exceeds the amount Borrower commits a material violation of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any Section 4.11 of the Recourse Parties taking any such action described Loan Agreement which is a contributing factor in clauses (i), (ii) or (iii) abovethe substantive consolidation of Borrower with another entity.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES BORROWER SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V (Due on Sale or Encumbrance) of the InstrumentInstrument (to the extent not cured within any applicable notice and/or cure periods provided in the Documents); or (b) there shall be any fraud or intentional and material misrepresentation by any of the Recourse Parties Borrower in connection with the Property, the Documents, the Loan application made by Borrower dated April 1, 2010 (the “Application, ”) or any other aspect of the Loan; oror Prudential Loan No. 706108298 Lehigh Valley Mall Promissory Note 12265141v.4 / 28227-000942 (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding filed by Borrower or any member or general partner of Borrower or (ii) an involuntary bankruptcy or insolvency proceeding filed against Borrower or any member or general partner of Borrower which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or ; or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1d) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties ▇ (i) enters into a Lease with a Major TenantTenant without ▇▇▇▇▇▇’s prior written consent (and ▇▇▇▇▇▇’s consent was required under the Documents), (ii) enters into an amendment or termination of any Lease with a Major TenantTenant without ▇▇▇▇▇▇’s prior written consent (and ▇▇▇▇▇▇’s consent was required under the Documents), or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by Tenant without ▇▇▇▇▇▇ ▇’s prior written consent (and ▇▇▇▇▇▇’s consent is required under the Documents); or (e) Borrower shall, without ▇▇▇▇▇▇’s prior written consent, surrender, terminate, forfeit or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify, or amend, the Ground Lease (as a result defined in the Instrument) (including, without limitation, any rejection of the same in any bankruptcy or insolvency proceeding); or (f) the Instrument or any of the Recourse Parties taking any other Documents are deemed fraudulent conveyances or preferences as of the date hereof, whether such action described in clauses claims, demands or assertions are made under the United States Bankruptcy Code (ias amended or replaced from time to time), (ii) including, without limitation, under Sections 544, 547 or (iii) above548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Applicationapplication, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrowers on the terms and conditions contemplated by the Loan application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇any Borrower, (2) any partner, shareholder or member of any Borrower or ▇▇▇▇▇▇▇▇any Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) any of the Recourse Parties Parties, in breach of the leasing restrictions set forth in Section 3.23 of this Agreement, (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, (iii) consents to, or otherwise accepts, an assignment of a Lease with a Major Tenant, which assignment would result in the Major Tenant being relieved from any liability under such Lease, or (iiiiv) accepts the termination, cancellation or surrender of any Lease with a Major Tenant; or (f) any Instrument, in breach any Cross Collateral Mortgage or any of the leasing restrictions set forth other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 7 726.5 of the AssignmentCalifornia Code of Civil Procedure; provided, however, that, in such event, such liability shall be limited to the Crossed Loan or (or Crossed Loansh) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking shall, without Lender’s prior written consent, surrender, terminate, forfeit or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify or amend any such action described in clauses (i), (ii) or (iii) above exceeds ground lease affecting either the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.Medical

Full Recourse Liability. Notwithstanding Borrower and Guarantor shall become personally liable, jointly and severally, for the provisions entire amount of Paragraph 8 of this Notethe Loan (including all principal, interest and other charges associated therewith) and performance under the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth Loan Documents in the Documents if: event that: (a) there shall be any breach Borrower, Guarantor or violation any Person having a direct or indirect ownership interest in any Borrower violates the covenant governing the placing of Article V Secondary Financing pursuant to Sections 4.11(a)(ix), 7.1(m) or 8.1(g) of the Instrument; or this Agreement, (b) there shall be any fraud Borrower, Guarantor or material misrepresentation by any Person having a direct or indirect ownership interest in any Borrower or Guarantor violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (c) any of the Recourse Borrower Parties files a petition in connection with bankruptcy or for the Property, the Documents, the Loan Applicationappointment of a receiver, or commences under any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (iid) an involuntary there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency proceeding law, proceedings for any Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from any Borrower’s breach of the Loan Documents which is not dismissed within ninety one hundred twenty (90120) days after the filing of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) same or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is filed not dismissed within one hundred twenty (120) days after the filing of same (excluding any actions brought by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇), (2e) there is filed against any partnerBorrower any claim by reason of the operation of federal bankruptcy, shareholder state insolvency or member similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (f) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of Borrower any of the provisions of the Loan Documents following a Material Default, seeks to delay or ▇▇impair the enforcement of ▇▇▇▇▇▇’s general partner remedial rights under the Loan Documents following a Material Default under the Loan Documents, or managing memberchallenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan Documents (unless prior to such challenge Borrower has either commenced turning over all revenue (including any security deposits) from the Property or Borrower has cooperated with the appointment of a receiver to preserve and protect the Property during the pendency of such challenge), or (3g) any Borrower commits a material violation of the Recourse Parties; or (d) any Section 4.11 of the Recourse Parties (i) enters into this Agreement which is a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that contributing factor in the event that the damages suffered or incurred by Lender as a result substantive consolidation of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) aboveBorrower with another entity.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇any Borrower, (2) any partner, shareholder or member of any Borrower or ▇▇▇▇▇▇▇▇any Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days after filing; provided, however, that this Section 8.02(h) shall not apply if (A) an involuntary bankruptcy is filed by Lender or (B) an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) aboveParties.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇any Borrower, (2) any partner, shareholder or member of any Borrower or ▇▇▇▇▇▇▇▇any Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days after filing; provided, however, that this Section 8.02(h) shall not Prudential Loan Nos. 706109322, 706109323, 706109324, 706109325, 706109326, 706109327, 706109328, 706109329, 706109333, 706109334, 706109335 and 706109336 CNL BV Portfolio Loan Agreement apply if (A) an involuntary bankruptcy is filed by Lender or (B) an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) aboveParties.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Obligations set forth in the Documents if: (a) there shall be any transfer of the Property or interests in Borrower in breach or violation of Article V of the Instrument or there shall be any secondary financing liens or any voluntary liens placed on or encumbering the Property in breach or violation of the Instrument; or (b) there shall be any fraud or material intentional misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Applicationapplication, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing membermanager, or (3) any of the Recourse Parties; oror Prudential Loan No. 706108495 ▇▇▇▇▇▇▇▇’S INITIALS: Clarendon Center \Promissory Note (d) any of the Recourse Parties Borrower (i) enters into a Lease with a Major Tenant, (ii) enters into consents to, or otherwise accepts, an amendment or termination assignment of any a Lease with a Major Tenant, which assignment would result in the Major Tenant being relieved from any liability under such Lease, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in each case, only if in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to or (e) the Crossed Loan (Instrument or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking other Documents are determined to be fraudulent conveyances or preferences or are otherwise determined to be void pursuant to any principles limiting the rights of creditors, whether such action described in clauses claims, demands or assertions are made under the Bankruptcy Code (ias amended or replaced from time to time), (ii) including, without limitation, under Sections 544, 547 or (iii) above exceeds the amount of such Crossed Loan (548 thereof, or Crossed Loans) under any applicable to the Individual Property (state fraudulent conveyance statues or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) abovesimilar laws.

Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 Section 8.01 of this NoteAgreement, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all the Pool Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V Section 5.01 of the Instrumentthis Agreement; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Applicationapplication, or any other aspect of the Loan; or (c) there shall be intentional material misrepresentation by any of the Recourse Parties in inducing Lender to make the Loan to Borrower on the terms and conditions contemplated by the Loan application or in the event that such intentional material misrepresentation has the effect of concealing an event or condition which would be an Event of Default under the Documents, or, which with notice and/or the passage of time, or both, would constitute an Event of Default under the Documents; or (d) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of after filing; provided, however, that this Paragraph 9(cSection 8.02(d) shall not apply if (A) an involuntary bankruptcy is filed by Lender, Lender or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇any Borrower, (2) any partner, shareholder or member of any Borrower or ▇▇▇▇▇▇▇▇any Borrower’s general partner or managing member, or (3) any of the Recourse Parties; or (de) there shall be any Medicare, Medicaid, insurance or similar healthcare fraud by any of the Recourse Parties in connection with the Property, the operation of the business as a Senior Living Facility, the Documents, the Loan application, or any other aspect of the Loan; or (f) any Instrument, any Cross Collateral Mortgage or any of the other Documents are deemed fraudulent conveyances or preferences or are otherwise deemed void pursuant to any principles limiting the rights of creditors, whether such claims, demands or assertions are made under the Bankruptcy Code (as defined in the Instrument) (as amended or replaced from time to time), including, without limitation, under Sections 544, 547 or 548 thereof, or under any applicable state fraudulent conveyance statutes or similar laws; or (g) if any Individual Property is located in California and such Individual Property is determined to be “environmentally impaired” pursuant to the provisions of Section 726.5 of the California Code of Civil Procedure; or (h) any Operating Lease or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days after filing; provided, however, that this Section 8.02(h) shall not apply if (A) an involuntary bankruptcy is filed by Lender or (B) an involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) any Borrower, (2) any partner, shareholder or member of any Borrower or any Borrower’s general partner or managing member, or (3) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) aboveParties.