Common use of Limits on Personal Liability Clause in Contracts

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Borrower is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇Borrower's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Borrower has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. effect [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Borrower is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇Borrower's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Borrower has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (hi) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of Borrower or any property or operation of any business not permitted by SPE Equity Owner fails to comply with Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.; (giv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9United States Bankruptcy Code; (v) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any other securitypart thereof becomes an asset in a voluntary bankruptcy or becomes subject to any reorganization, receivership, insolvency proceeding, or pursued any rights against any guarantor, or pursued other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower or any SPE Equity Owner pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action involuntary bankruptcy proceeding initiated or joined in by a “Related Party;” or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to enforce Borrower's personal liability under this Section 9, Borrower waives any right use commercially reasonable efforts to set off the value of the Mortgaged Property against dismiss such personal liabilityproceeding or has consented to such proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [▇▇▇▇ "Collect" beside those items for which escrows WILL be collected and "Deferred" beside those items for which escrows WILL NOT be collected. For ground rents, if not applicable, mark "N/A"] [______] Hazard Insurance premiums or other insurance premiums, [Deferred______] Taxes, [Deferred______] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A [______] ground rents, [Deferred______] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (hi) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of Borrower or any property or operation of any business not permitted by SPE Equity Owner fails to comply with Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.; (giv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9United States Bankruptcy Code; (v) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any other securitypart thereof becomes an asset in a voluntary bankruptcy or becomes subject to any reorganization, receivership, insolvency proceeding, or pursued any rights against any guarantor, or pursued other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower or any SPE Equity Owner pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action involuntary bankruptcy proceeding initiated or joined in by a “Related Party;” or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to enforce Borrower's personal liability under this Section 9, Borrower waives any right use commercially reasonable efforts to set off the value of the Mortgaged Property against dismiss such personal liabilityproceeding or has consented to such proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's ▇▇▇▇▇▇▇▇’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ▇▇▇▇▇▇’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year. (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term “Mortgaged Property” shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 915.01, no Borrower nor any partners of any Borrower or other persons owning any direct or indirect interests in any Borrower shall have no personal liability under this NoteAgreement, the Security Instrument or any other Loan Document for the repayment of the Indebtedness Obligations thereunder or for the performance of any other obligations of any Borrower under the Agreement and the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness Obligations and the performance of such other obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property Properties and to any other collateral held by Lender as security for the Indebtednesssuch Obligations. This limitation on each Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness Obligations or any guarantor obligations of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Each Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness Obligations equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Mae is entitled under Section 3(a) 3 of the each Security Instrument and the amount of all security deposits collected by any Borrower from tenants then in residence. However, residence (net of all prior disbursements therefrom pursuant to the applicable leases); or (2) failure of any Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by each Mortgage; or (3) failure of any Borrower to either deliver to Lender upon written demand all books and records relating to any Mortgaged Property after the occurrence and during the continuation of an Event of Default or to permit Lender or its agents to audit any Borrower's books and records as required by Section 14(d) of each Security Instrument. However; or (4) fraud or written material misrepresentation by any Borrower, ▇▇▇▇▇▇▇▇ any Key Principal, or any officer, director, partner, member or employee of any Borrower in connection with the application for or creation of the Obligations or any request for any action or consent by Lender; or (5) failure to apply Rents, first, to the payment of reasonable Operating Expenses (other than Mortgaged Property management fees that are not currently payable pursuant to the term of an Assignment of Management Agreement or any other agreement with Lender executed in connection with this Agreement) and then to amounts ("Debt Service Amounts") payable under this Agreement or any Loan Document, except in the case of the foregoing clauses (1), (2) and (5) that the Borrowers will not be personally liable for any failure described in this subsection (iii) if to the extent that the applicable Borrower is unable lacks the legal right to direct the disbursement of such sums or to deposit, apply insurance or condemnation proceeds as required by the Security Instrument pay such funds because of a valid order issued in a bankruptcy, receivership, receivership or similar judicial proceeding, and except to the extent such action by the applicable Borrower (a) would violate a court order of a court of competent jurisdiction sought or obtained by a Person unaffiliated with and not acting jointly or in concert with any Borrower or a Key Principal or (b) is subject to a competing claim of a Person unaffiliated with and not acting jointly or in concert with any Borrower or a Key Principal (provided that no Borrower shall be relieved from liability hereunder as a consequence of any such competing claim unless such Borrower has deposited the disputed amount into a court of competent jurisdiction pursuant to a valid interpleader or comparable action duly commenced), or (ii) with respect to Rents that are distributed to any Borrower's partners if at the time of distribution such Borrower has paid all Operating Expenses and Debt Service Amounts for the previous months of the same calendar year in which the distribution is made; or (6) any willful or wanton act of any Borrower which causes material damage to any Mortgaged Property; or (7) distributions in violation of Section 8.10. (iiic) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Each Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness Obligations upon the occurrence of any of the following Events of Default: (i1) Any Borrower's ownership acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; each Mortgage; or (ii2) a Bankruptcy Event or (3) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of Article V provided, however, if such Transfer arises from the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal grant of a general partner leasehold interest or the grant of an easement which fails to satisfy the requirements set forth in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Section 5.02, each Borrower or any officer, director, partner, member or employee shall not be personally liable to Lender for repayment of all the Obligations if Borrower in connection with the application for or creation cures such Event of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Default within 30 days to Lender's satisfaction. (gd) Each Borrower shall be personally liable to Lender for full recourse liability under any and all indemnification obligations contained in Section 18 of each Mortgage. (e) To the extent that ▇▇▇▇▇▇▇▇ any Borrower has personal liability under this Section 915.01, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ any Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the any Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document Documents or applicable law. To For purposes of this Section 15.01, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by any Borrower as required or permitted by applicable law, in any action Security Instrument prior to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value occurrence of the Mortgaged Property against Event of Default, or (2) any Borrower was unable to apply as required or permitted by such personal liabilitySecurity Instrument because of a bankruptcy, receivership or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's ▇▇▇▇▇▇▇▇’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lend▇▇'▇ ▇▇▇▇'s only nly recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borr▇▇▇▇, ▇▇y Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Lender; (5) the initiation by Borrower or Key Principal of a voluntary bankruptcy or insolvency proceeding; (6) the failure of Borrower to comply with Sections 18(a), (b), (c), (d), (g), (h) and (i) of the Security Instrument; and (7) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment and Subordination of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (c) Borr▇▇▇▇ ▇▇▇ll become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (gd) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9Paragraph 9 and to the extent permitted by applicable law, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether Lend▇▇▇▇ ▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of and compliance with all of Borrower's ’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or. (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (gv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such personal liabilitySPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (g) For purposes of Section 9(f) the term “Related Party” will include all of the following:

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("Debt Service Amounts") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any Either of the following Events of Defaultoccurs: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred▇▇▇▇ “COLLECT” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL BE COLLECTED AND “DEFERRED” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL NOT BE COLLECTED. FOR GROUND RENTS, IF NOT APPLICABLE, MARK “N/A”] Hazard [ ] Property Insurance premiums or other insurance Insurance premiums, [Deferred[ ] Taxes, [DeferredTaxes or payments in lieu of taxes (PILOT) [ ] water and sewer charges (that could become a lien on the Mortgaged Property), ) [ N/A ] ground rents, [DeferredGround Rents [ ] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) The Mortgaged Property is subject to any oil or gas lease, pipeline agreement or other security, instrument related to the production or pursued any rights against any guarantor, sale of oil or pursued any other rights available to Lender natural gas that under this Note, applicable state law has been given priority over the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and L▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender L▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, B▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [DeferredCollect] [Collect] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's ▇▇▇▇▇▇▇▇’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the unpaid principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base Recourse▇▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) Reserved. (ix) through (xviii) are Reserved. (xix) Borrower fails to complete any Property against such personal liabilityImprovement Alterations that have been commenced in accordance with Section 6.09(e)(v) of the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 911, neither Borrower nor its members or non-member manager shall have no any personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse▇▇▇▇▇▇▇▇, plus any other amounts for which Borrower has but not its members or non-member manager, or their respective partners, members, shareholders, directors, officers, employees, trustees, beneficiaries, constituents, legal or personal liability under this Section 9. (c) In addition to the Base Recourserepresentatives, Borrower successors or assigns, shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents due after the earlier of (i) a declaration of default or (ii) the occurrence of an Event of Default, to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; or (5) failure to apply Rents, due after the earlier of (i) a declaration of default or (ii) an Event of Default, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to the Indebtedness payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and debt service amounts for that calendar year). (gc) Borrower, but not its members or non-member manager, or their respective partners, members, directors, officers, employees, trustees, beneficiaries, constituents, legal or personal representatives, successors or assigns, shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21(a) of the Security Instrument, unless consented to by Lender pursuant to Section 21(c) of the Security Instrument. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 911, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Section 11, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance Insurance premiums, [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of and compliance with all of Borrower's ’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or). (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (v) Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (g) For purposes of Section 9(f), the term “Related Party” will include all of the following: (i) Borrower, any Guarantor or any SPE Equity Owner. (ii) Any Person that holds, directly or indirectly, any ownership interest (including any shareholder, member or partner) in Borrower, any Guarantor or any SPE Equity Owner or any Person that has a right to manage Borrower, any Guarantor or any SPE Equity Owner. (iii) Any Person in which Borrower, any Guarantor or any SPE Equity Owner has any ownership interest (direct or indirect) or right to manage. (iv) Any Person in which any partner, shareholder or member of Borrower, any Guarantor or any SPE Equity Owner has an ownership interest or right to manage. (v) Any Person in which any Person holding an interest in Borrower, any Guarantor or any SPE Equity Owner also has any ownership interest. (vi) Any creditor of Borrower that is related by blood, marriage or adoption to Borrower, any Guarantor or any SPE Equity Owner. (vii) Any creditor of Borrower that is related to any partner, shareholder or member of, or any other Person holding an interest in, Borrower, any Guarantor or any SPE Equity Owner. (h) If Borrower, Guarantor, any SPE Equity Owner or any Related Party has solicited creditors to initiate or participate in any proceeding referred to in Section 9(f), regardless of whether any of the creditors solicited actually initiates or participates in the proceeding, then such proceeding will be considered as having been initiated by a Related Party. (i) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may may, to the fullest extent permitted by applicable law, exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantorGuarantor, or pursued any other rights available to Lender under this Note, the Security InstrumentLoan Agreement, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's ▇▇▇▇▇▇▇▇’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (-0-%) of the unpaid principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base Recourse▇▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Project Note, the Security Instrument Project Loan Agreement or any other Loan Financing Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents Financing Documents, and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property Project and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's Holder’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender Holder for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender Holder for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Holder as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender Holder upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender Holder all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentContinuing Covenant Agreement. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Continuing Covenant Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Continuing Covenant Agreement and Holder exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) An Event of Default has occurred and is continuing, and ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Continuing Covenant Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Continuing Covenant Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred▇▇▇▇ “COLLECT” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL BE COLLECTED AND “DEFERRED” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL NOT BE COLLECTED. FOR GROUND RENTS, IF NOT APPLICABLE, MARK “N/A”] Hazard [______] Property Insurance premiums or other insurance Insurance premiums, [Deferred______] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred______] water Water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ) [_____] ground rents, Ground Rents [Deferred______] assessments Assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Continuing Covenant Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Continuing Covenant Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Continuing Covenant Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Continuing Covenant Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Continuing Covenant Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Continuing Covenant Agreement. (viii) [The Mortgaged Property is subject to any oil or gas lease, pipeline agreement or other instrument related to the production or sale of oil or natural gas that under applicable state law has been given priority over the Security Instrument.][Reserved.] (ix) through (xx) are Reserved. (xxi) Borrower or any officer, director, partner, member or employee of ▇▇▇▇▇▇▇▇ makes an unintentional written material misrepresentation in connection with (1) the application for or creation of the Indebtedness or (2) any action or consent of Holder; provided that the assumption will be that any written material misrepresentation was intentional and the burden of proof will be on Borrower to prove that there was no intent. (xxii) through (xxxiv) are Reserved. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forHolder for all of the following: (i) Borrower will be personally liable for the performance of all of Borrower's ’s obligations under Section 18 Sections 6.12, 10.02(b) and 10.02(e) of the Security Instrument (relating to environmental matters);Continuing Covenant Agreement. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andContinuing Covenant Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ Holder in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Borrower is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (eiv) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liabilitythrough (viii) are reserved. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("Debt Service Amounts") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) . Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) . In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) : ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) . ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) . Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) . Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) : the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) ; the costs of any audit under Section 14(g) of the Security Instrument; and (iii) and any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) . All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) . Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) : Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) . To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower Co-Maker shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on BorrowerCo-Maker's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower Co-Maker shall be personally liable to Lender for the amount repayment of a portion of the Indebtedness equal to _________________________ percent (_____%) of the original principal balance of this Note (the "Base Recourse"), plus any other amounts for which Borrower Co-Maker has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower Co-Maker shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower Co-Maker will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Co-Maker will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"" in accordance with the terms of the Security Instrument; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [▇▇▇▇ "Deferred" beside those items for which escrows will NOT be collected] [______] Hazard Insurance premiums or other insurance premiums, [Deferred______] Taxes, [Deferred______] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A [______] ground rents, [Deferred______] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower Co-Maker shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Co-Maker is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower Co-Maker has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Co-Maker has no personal liability. (f) Notwithstanding the Base Recourse, Borrower Co-Maker shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership Ownership of any property or operation of any business not permitted by Section 33 of the Security InstrumentInstrument by the Land Trustee or the beneficiary (the "Beneficiary") of the trust referred to in the first paragraph of this Note (the "Trust") or the Beneficiary's ownership of a beneficial interest under any trust other than theTrust; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Co-Maker has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Co-Maker personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Land trustee or the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's Co-Maker’s personal liability under this Section 9, Borrower Co-Maker waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) Reserved. (ix) through (xviii) are Reserved. (xix) Borrower fails to complete any Property Improvement Alterations that have been commenced in accordance with Section 6.09(e)(v) of the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of all of Borrower's ▇▇▇▇▇▇▇▇’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (iv) through (viii) are Reserved. (ix) Borrower will be personally liable for any fees, costs, or expenses incurred by Lender in connection with ▇▇▇▇▇▇▇▇’s termination of any agreement for the provision of services to or in connection with the Mortgaged Property, including cable, internet, garbage collection, landscaping, security, and cleaning. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or. (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member member, or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (gv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such personal liabilitySPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (x) through (xii) are reserved. (g) For purposes of Sections 9(f) and (h), the term “Related Party” will include all of the following:

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Borrower is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇Borrower's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Borrower has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the original principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base Recourse▇▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Collect Property Insurance premiums or other insurance Insurance premiums, [Deferred] Taxes, [Deferred] Collect Taxes or payments in lieu of taxes (PILOT) Deferred water and sewer charges (that could become a lien on the Mortgaged Property), [ ) N/A ] ground rents, [Deferred] Ground Rents Deferred assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs Mortgaged Property and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liabilitynot complied with the provisions of the Loan Agreement. (fB) Notwithstanding the Base RecourseA Transfer of property by devise, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property descent or operation of any business not permitted by Section 33 of law occurs upon the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal death of a general partner natural person and such Transfer does not meet the requirements set forth in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Loan Agreement. (gC) To Borrower grants an easement that does not meet the extent requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against does not meet the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, requirements set forth in the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityAgreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of and compliance with all of Borrower's ’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or). (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (gv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such personal liabilitySPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (g) For purposes of Section 9(f) the term “Related Party” will include all of the following:

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lender's only recourse for the ▇▇▇▇▇▇'s only recourse for the satisfaction action of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officerof▇▇▇▇▇, director▇irector, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇Borrower shall become personally ▇▇▇▇▇▇ to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against Borrower personally without regard to whether Lender has exercised any rights ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against t the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender▇▇▇▇▇▇'s enforcement of its rights against any guarantor or indemnitor of the Indebtedness or any guarantor or indemnitor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon written demand after an Event Event (2) of Default Default, all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii4) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii5) failure of Borrower fails to comply with Section 14(g) or (h) Article 10 of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (ivreports which failure continues after written notice to Borrower which specifically references this section 9(b)(3) Borrower fails to pay when due and beyond all applicable grace and cure periods set forth in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters)Instrument; (ii6) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and , any guarantor or indemnitor of all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion or part of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member principal, manager, member, agent or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.Lender or in connection with any Loan Document; (g7) To failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that ▇▇▇▇▇▇▇▇ Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has personal liability under this Section paid all operating expenses and Debt Service Amounts for that calendar year; (8) failure of Borrower to comply with Article 8 of the Security Instrument relating to Environmental Hazards; (9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised ) fraud or intentional misrepresentation by or on behalf of any rights against guarantor or indemnitor of the Mortgaged Property Indebtedness; (10) misapplication or misappropriation of tenant security deposits or Rents; (11) physical waste of any or all of the Property; (12) removal or disposal of all or any portion of the Property other security, than in accordance with the terms of the Security Instrument; (13) failure to pay the insurance premium(s) on any or pursued any rights against any guarantor, or pursued any other rights available to Lender all of the insurance policies required under this Note, the Security Instrument, to the extent of gross revenues from the Mortgaged Property in respect of the period during which said premium(s) accrued; (14) any other fees or commissions paid by Borrower after the occurrence and during the continuance of an Event Of Default beyond applicable notice and/or cure periods under the Security Instrument or Loan Document Documents to any affiliate of Borrower or applicable law. To any guarantor or indemnitor in violation of the fullest extent permitted by applicable lawterms of any of the Loan Documents; (15) gross negligence, or criminal acts resulting in forfeiture, seizure or loss of any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value portion of the Mortgaged Property; or (16) the failure by Borrower to pay any real property taxes or assessments relating to the Mortgaged Property, to the extent of gross revenue from the Mortgaged- Property against in respect of the period when such personal liabilitytaxes or assessments accrued.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse▇▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and L▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇B▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower B▇▇▇▇▇▇▇ is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Any of the following Transfers occurs: (A) the creation of a mechanic’s lien or other involuntary lien or encumbrance which does not otherwise comply with Section 21(c)(v) of the Security Instrument and is filed by any person that is not an Affiliate; (B) the Transfer of property by devise, descent or operation of law upon the death of a natural person which does not meet the requirements set forth in the Security Instrument; (C) the grant of an easement that does not meet the requirements set forth in the Security Instrument; or (D) the execution of a Lease that does not meet the requirements set forth in the Security Instrument. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇B▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of B▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇B▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 33(a) and (b) of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, occurs other than a Transfer set forth in Section 9(c)(vi) above (for which Borrower shall have personal liability for Lender’s loss or damage); provided, however, Borrower shall not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by L▇▇▇▇▇▇; (iv) Borrower voluntarily files for bankruptcy protection under the United States Bankruptcy Code; (v) Borrower voluntarily becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any part thereof becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party; or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower to contribute or cause the contribution of additional capital to Borrower. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this For purposes of Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note9(f), the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.term “Related Party” means:

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of and compliance with all of Borrower's ’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or). (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (gv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such personal liabilitySPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (g) For purposes of Section 9(f) the term “Related Party” will include all of the following:

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and L▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇B▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower B▇▇▇▇▇▇▇ is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [DeferredWaived] Hazard Insurance premiums or other insurance premiums, premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Any of the following Transfers occurs: (A) the creation of a mechanic’s lien or other involuntary lien or encumbrance which does not otherwise comply with Section 21(c)(v) of the Security Instrument and is filed by any person that is not an Affiliate; (B) the Transfer of property by devise, descent or operation of law upon the death of a natural person which does not meet the requirements set forth in the Security Instrument; (C) the grant of an easement that does not meet the requirements set forth in the Security Instrument; or (D) the execution of a Lease that does not meet the requirements set forth in the Security Instrument. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇B▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of B▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇B▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 33(a) and (b) of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, occurs other than a Transfer set forth in Section 9(c)(vi) above (for which Borrower shall have personal liability for Lender’s loss or damage); provided, however, Borrower shall not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by L▇▇▇▇▇▇; (iv) Borrower voluntarily files for bankruptcy protection under the United States Bankruptcy Code; (v) Borrower voluntarily becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any part thereof becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party; or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower to contribute or cause the contribution of additional capital to Borrower. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this For purposes of Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note9(f), the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.term “Related Party” means:

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇L▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender L▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair LenderL▇▇▇▇▇'s enforcement of its rights against any guarantor or indemnitor of the Indebtedness or any guarantor or indemnitor of any other obligations of Borrower. Amended and Restated Mortgage Note Loan Number: 111000347 File No.: 123-34098 (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage actually suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all unapplied security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g) or (h) Article 10 of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which B▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs any guarantor or indemnitor of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion or part of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member principal, manager, member, agent or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Lender or in connection with any Loan Document; (5) failure to apply Rents, first, to the payment of reasonable operating expenses as they become due and payable (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed if Borrower has paid all operating expenses and Debt Service Amounts as they become due and payable; (6) failure of Borrower to comply with Article 8 of the Security Instrument relating to Environmental Hazards; (7) fraud or intentional misrepresentation by or on behalf of any guarantor or indemnitor of the Indebtedness; (8) misapplication or misappropriation of tenant security deposits or Rents; (9) physical waste of any or all of the Property by B▇▇▇▇▇▇▇ and/or Guarantor; (10) removal or disposal of all or any portion of the Property other than in accordance with the terms of the Security Instrument; (11) failure to pay the insurance premium(s) on any or all of the insurance policies required under the Security Instrument, to the extent of gross revenues from the Mortgaged Property in respect of the period during which said premium(s) accrued are sufficient to pay such premiums; Amended and Restated Mortgage Note Loan Number: 111000347 File No.: 123-34098 (12) any fees or commissions paid by Borrower after the occurrence and during the continuance of an Event Of Default beyond applicable notice and/or cure periods under the Security Instrument or Loan Documents to any affiliate of Borrower or any guarantor or indemnitor in violation of the terms of any of the Loan Documents; (13) gross negligence, or criminal acts committed by, or otherwise allowed to continue by Borrower or any Guarantor or Indemnitor resulting in forfeiture, seizure or loss of any portion of the Mortgaged Property; (14) the failure by Borrower to pay any real property taxes or assessments relating to the Mortgaged Property, to the extent of gross revenue from the Mortgaged Property in respect of the period when such taxes or assessments accrued; (15) any failure by Borrower to timely comply with any and all laws, rules and regulations of any applicable governmental authority with respect to (i) limitations on rentals which may be charged to residential tenants and/or (ii) real estate tax benefits and/or abatements granted in connection with such limitations on residential rents; (16) any failure to pay any mortgage tax due and payable to the City and State of New York in connection with Substitute Mortgage (B) listed as mortgage (k) in Exhibit A attached hereto, and any penalties and interest associated therewith; (17) any or all claims, suits, liabilities (including strict liabilities), actions, demands, proceedings, enforcements, obligations, debts, damages (including punitive and consequential), fines, trials, penalties, charges, diminution of value, injury to a person, property or natural resources, fees (including attorney=s fees and all fees of any experts and other costs of defense or prosecutions or otherwise related thereto), judgments, accounts, orders, adjudications, awards, liens, injunctive relief, causes of action or amounts paid in settlement of whatever kind or nature, arising from Substitute Mortgage (B) listed as mortgage (k) in Exhibit A attached hereto, as spread to the Property; (18) any failure by B▇▇▇▇▇▇▇, and/or its agents, to comply with that certain Order to Repair/Vacate Order #153196 issued by the New York City Department of Housing Preservation and Development for a portion of the Property known as 1▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (gc) To the extent that ▇B▇▇▇▇▇▇▇ has personal liability under this Section 9shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following: (1) Borrower's acquisition of any property or operation of any business not permitted by the Security Instrument; Amended and Restated Mortgage Note Loan Number: 111000347 File No.: 123-34098 (2) The occurrence of a Prohibited Transfer, Lender may exercise or the occurrence of a Sale or Encumbrance of all or any of the Property; or (3) if any Proceeding (defined below) shall be filed by, consented to, or acquiesced in by Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted by, or implemented with respect to, Borrower, or if a receiver, liquidator or trustee of Borrower shall be appointed and Borrower or any affiliate or party related to Borrower shall acquiesce in, collude in or otherwise cooperate with such appointment, or Borrower does not file timely objection to such appointment (unless such cooperation is required by law), or Borrower does not file timely objection to such appointment and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such appointment, unless otherwise required by law, or if Borrower shall be adjudicated a bankrupt or insolvent in an involuntary Proceeding and Borrower or any affiliate or party related to Borrower shall acquiesce to, collude in or otherwise cooperate with such adjudication, unless otherwise required by law, or Borrower does not timely object to such adjudication and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such adjudication. “Proceeding” means any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of Borrower, or its rights against ▇▇▇▇▇▇▇▇ personally without regard to debts, whether ▇▇▇▇▇▇ has exercised in any rights against bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the Mortgaged Property benefit of creditors or any other securitymarshalling of the assets and liabilities of Borrower, or pursued any rights against any guarantor, the sale of all or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value substantially all of the Mortgaged Property against such personal liabilityassets of Borrower.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Borrower is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇Borrower's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Borrower has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (iv) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, Borrower fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender▇▇▇▇▇▇'s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall will not limit or impair Lender's enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iiiA) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, . Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ) [NIA] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (dvi) In addition Borrower fails to the Base Recourse, Borrower shall be personally liable to Lender for: comply with any provision of Section 6.13(a)(iii) through (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(gxxvi) of the Security Instrument; and Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b )(iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. through (ev) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liabilityLoan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii) ). (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred▇▇▇▇ “COLLECT” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL BE COLLECTED AND “DEFERRED” BESIDE THOSE ITEMS FOR WHICH ESCROWS WILL NOT BE COLLECTED. FOR GROUND RENTS, IF NOT APPLICABLE, MARK “N/A”] Hazard [ ] Property Insurance premiums or other insurance premiums, [DeferredInsurance premiums [ ] Taxes, [DeferredTaxes or payments in lieu of taxes (PILOT) [ ] water and sewer charges (that could become a lien on the Mortgaged Property), ) [ N/A ] ground rents, [DeferredGround Rents [ ] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) The Mortgaged Property is subject to any oil or gas lease, pipeline agreement or other security, instrument related to the production or pursued any rights against any guarantor, sale of oil or pursued any other rights available to Lender natural gas that under this Note, applicable state law has been given priority over the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability. (ix) through (xviii) are Reserved.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to percent ( %) of the principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base Recourse▇▇▇▇▇▇▇▇’s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (ivd) Borrower fails to pay when due in accordance with the terms For purposes of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(ivdetermining Borrower's personal liability under Paragraph 9(b) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged PropertyParagraph 9(c), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower or any guarantor of this Note with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ Borrower has no personal liability. (fe) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: : (i1) Borrower's ownership ’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; ; (ii2) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or or (iii3) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (gf) To In addition to any personal liability for the extent that Indebtedness, Borrower shall be personally liable to Lender for (1) the performance of all of Borrower’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (2) the costs of any audit under Section 14(d) of the Security Instrument; and (3) any costs and expenses incurred by Lender in connection with the collection of any amount for which Borrower is personally liable under this Paragraph 9, including fees and out of pocket expenses of attorneys and expert witnesses and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which ▇▇▇▇▇▇▇▇ has personal liability. (g) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. For purposes of this Paragraph 9, the term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by the Security Instrument prior to the occurrence of an Event of Default or (2) Borrower was unable to apply as required or permitted by the Security Instrument because of a bankruptcy, receivership, or similar judicial proceeding. To the fullest extent permitted by applicable law, in any action to enforce Borrower's ▇▇▇▇▇▇▇▇’s personal liability under this Section Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance ▇▇▇ ▇▇rformance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer, director, partner, member or employee ▇▇▇▇▇▇▇e of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) Borrower shall become personally liable to Lender for the repayment ▇▇ ▇▇▇ ▇f the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other an▇ ▇▇▇▇r security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ▇▇▇▇▇▇’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts (“DEBT SERVICE AMOUNTS”) payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term “MORTGAGED PROPERTY” shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section tills Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the tile Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the ▇▇▇ satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness▇▇▇▇▇tedness. This limitation on oil Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (I) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the tile Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer▇▇▇ ▇▇▇▇cer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Lender; or (5) failure to ▇▇▇▇▇▇▇ Rents, first, to tile payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of all Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("Debt Service Amounts") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (1) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar Judicial proceeding, or (11) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇Borrower shall become pers▇▇▇▇▇▇ liable to Lender for tile repayment of all of tile Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is all Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section tills Paragraph 9, Lender may exercise its rights against ▇▇Borrower personally without ▇▇▇▇▇▇ personally without regard to whether Lender has exercised any ▇▇▇▇▇▇ has exercised any rights against the tile Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent For purposes of tills Paragraph 9, tile term "Mortgaged Property" shall not include any funds that (I) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a1) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b2) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the original principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c3) In addition to the Base Recourse▇▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a3 (a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv4) Borrower fails to pay when due in accordance with the terms For purposes of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year. (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ : Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the ▇▇▇ ▇▇e performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer, director, partner, member or employee o▇ ▇▇▇▇▇▇ee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) Borrower shall become personally liable to Lender for the repayment ▇▇ ▇▇▇ of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other a▇▇ ▇▇▇er security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; or (iv) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lend▇▇'▇ ▇▇▇▇'s only nly recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the unpaid principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base RecourseBorr▇▇▇▇'▇ ▇ersonal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇Lend▇▇ as ▇▇ a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredCollect] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year. (gc) Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness Indebt▇▇▇▇▇▇ and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0.00%) of the original principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base RecourseBorrower's personal liability under Paragraph 9(b), Borrower shall Borro▇▇▇ ▇▇▇▇l be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇Lender as a result of (1) failure of Borrower to pay to L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Mortgage Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Mortgage Documents, and ▇L▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender L▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair LenderL▇▇▇▇▇'s enforcement of its rights against any guarantor or indemnitor of the Indebtedness or any guarantor or indemnitor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon written demand after an Event of Default Default, all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g) or (h) Article 10 of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (ivreports which failure continues after written notice to Borrower which specifically references this section 9(b)(3) Borrower fails to pay when due and beyond all applicable grace and cure periods set forth in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters)Instrument; (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which B▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs any guarantor or indemnitor of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion or part of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member principal, manager, member, agent or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.Lender or in connection with any Mortgage Document; (g5) To failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that ▇▇▇▇▇▇▇▇ Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has personal liability under this Section paid all operating expenses and Debt Service Amounts for that calendar year; (6) failure of Borrower to comply with Article 8 of the Security Instrument relating to Environmental Hazards; (7) fraud or intentional misrepresentation by or on behalf of any guarantor or indemnitor of the Indebtedness; (8) misapplication or misappropriation of tenant security deposits or Rents; (9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised ) physical waste of any rights against or all of the Mortgaged Property Property; (10) removal or disposal of all or any portion of the Property other security, than in accordance with the terms of the Security Instrument; (11) failure to pay the insurance premium(s) on any or pursued any rights against any guarantor, or pursued any other rights available to Lender all of the insurance policies required under this Note, the Security Instrument, to the extent of gross revenues from the Mortgaged Property in respect of the period during which said premium(s) accrued; (12) any other fees or commissions paid by Borrower after the occurrence and during the continuance of an Event Of Default beyond applicable notice and/or cure periods under the Security Instrument or Loan Document Documents to any affiliate of Borrower or applicable law. To any guarantor or indemnitor in violation of the fullest extent permitted by applicable lawterms of any of the Loan Documents; (13) gross negligence, or criminal acts resulting in forfeiture, seizure or loss of any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value portion of the Mortgaged Property; or (14) the failure by Borrower to pay any real property taxes or assessments relating to the Mortgaged Property, to the extent of gross revenue from the Mortgaged Property against in respect of the period when such personal liabilitytaxes or assessments accrued. (c) Borrower shall become liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following: (1) Borrower's acquisition of any property or operation of any business not permitted by the Security Instrument; (2) The occurrence of a Prohibited Transfer, or the occurrence of a Sale or Encumbrance of all or any of the Property; or (3) if any Proceeding (defined below) shall be filed by, consented to, or acquiesced in by Borrower, of if any proceeding for the dissolution or liquidation of Borrower shall be instituted by, or implemented with respect to, Borrower, or if a receiver, liquidator or trustee of Borrower shall be appointed and Borrower or any affiliate or party related to Borrower shall acquiesce in, collude in or otherwise cooperate with such appointment, or Borrower does not file timely objection to such appointment and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such appointment, or if Borrower shall be adjudicated a bankrupt or insolvent in an involuntary Proceeding and Borrower or any affiliate or party related to Borrower shall acquiesce to, collude in or otherwise cooperate with such adjudication, or Borrower does not timely object to such adjudication and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such adjudication. "Proceeding" means any dissolution, winding up, liquidation, all arrangement, reorganization, adjustment, protection, relief or composition of Borrower, or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Borrower, or the sale of all or substantially all of the assets of Borrower.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal Form 4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year. (gc) Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇L▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender L▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which B▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by L▇▇▇▇▇▇.; (g5) To failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that ▇Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year; or (6) failure by B▇▇▇▇▇▇▇ to comply with the provisions of Section 17(a) of the Security Instrument. (c) B▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument; or (3) the occurrence of a Bankruptcy Event (but only if the Bankruptcy Event occurs with the consent, encouragement or active participation of Borrower, Key Principal or any Borrower Affiliate). (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇L▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇L▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the unpaid principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base RecourseB▇▇▇▇▇▇▇'s personal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. . (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the he Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance o fall of all of Borrower▇▇▇▇▇▇▇▇'s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower▇▇▇▇▇▇▇▇'s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrumentinstrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the oft he Security Instrumentinstrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ▇▇▇▇▇▇’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.; (g5) To failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year; or (6) failure by ▇▇▇▇▇▇▇▇ to comply with the provisions of Section 17(a) of the Security Instrument. (c) ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument; or (3) the occurrence of a Bankruptcy Event (but only if the Bankruptcy Event occurs with the consent, encouragement or active participation of Borrower, Key Principal or any Borrower Affiliate). (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To If ▇▇▇▇▇▇▇▇ is a married person, then ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇ may look to all of Borrower’s community property and separate property to satisfy Borrower’s recourse obligations under this Paragraph 9. For purposes of this Paragraph 9, the fullest extent term “Mortgaged Property” shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lend▇▇'▇ ▇▇▇▇'s only nly recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borr▇▇▇▇, ▇▇y Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (c) Borr▇▇▇▇ ▇▇▇ll become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (gd) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether Lend▇▇▇▇ ▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lender's only recourse for the s▇▇▇▇▇▇'s only recourse for the satisfaction ction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officeroff▇▇▇▇, director▇▇rector, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇Borrower shall become personally ▇▇▇▇▇▇ ▇o Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇Borrower personally without regard to whether Lender has exercised any rights a▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance ▇▇▇ ▇▇rformance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, Key Principal or any officer, director, partner, member or employee ▇▇▇▇▇▇▇e of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. Lender; or (g5) To failure to apply Rents, first, to the extent that ▇▇payment of reas▇▇▇▇▇▇ operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("D▇▇▇ ▇▇RVICE AMOUNTS") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (c) Borrower shall become personally liable to Lender for the repayment ▇▇ ▇▇▇ ▇f the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21. of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ Lender has exercised any rights against the Mortgaged Property or any other an▇ ▇▇▇▇r security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9S▇▇▇▇▇▇ ▇, ▇▇▇▇ of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, Borrower fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ Any Person that is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) an Affiliate creates a Transfer (including, but not limited to, a mechanic’s lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal lien or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights encumbrance against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, and Borrower has not complied with the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value provisions of the Mortgaged Property against Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such personal liabilityTransfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) Reserved. (ix) through (xviii) are Reserved. (xix) Borrower fails to complete any Property Improvement Alterations that have been commenced in accordance with Section 6.09(e)(v) of the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of all of Borrower's ▇▇▇▇▇▇▇▇’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (iv) through (viii) are Reserved. (ix) Borrower will be personally liable for any fees, costs, or expenses incurred by Lender in connection with ▇▇▇▇▇▇▇▇’s termination of any agreement for the provision of services to or in connection with the Mortgaged Property, including cable, internet, garbage collection, landscaping, security, and cleaning. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall will have no personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [DeferredDeferred but collect Flood Insurance] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (A) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged Property and Borrower has not complied with the provisions of the Loan Agreement. (B) A Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not meet the requirements set forth in the Loan Agreement. (C) Borrower grants an easement that does not meet the requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that does not meet the requirements set forth in the Loan Agreement. (viii) Reserved. (ix) through (xviii) are Reserved. (xix) Borrower fails to complete any Property Improvement Alterations that have been commenced in accordance with Section 6.09(e)(v) of the Loan Agreement. (d) In addition to the Base Recourse, Borrower shall will be personally liable to Lender forfor all of the following: (i) Borrower will be personally liable for the performance of all of Borrower's ▇▇▇▇▇▇▇▇’s obligations under Section 18 Sections 6.12 and 10.02(b) of the Security Instrument Loan Agreement (relating to environmental matters);. (ii) Borrower will be personally liable for the costs of any audit under Section 14(g) 6.07 of the Security Instrument; andLoan Agreement. (iii) Borrower will be personally liable for any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s Borrower’s books and records to determine the amount for which Borrower has personal liability. (iv) through (vii) are Reserved. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument Loan Agreement and the other Loan Documents shall will be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property Borrower fails to comply with Section 6.13(a)(i) or operation of any business not permitted by Section 33 (ii) of the Security Instrument;Loan Agreement or any SPE Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement. (ii) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title 11 of the Bankruptcy Code. (iii) A Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 7.02 of the Security Instrument, Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or. (iiiiv) There was fraud or written material misrepresentation by Borrower or any officer, director, partner, member member, or employee of Borrower in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any action or consent by ▇▇▇▇▇▇. (gv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9Bankruptcy Code. (vi) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights. (vii) The Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights. (viii) An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. (ix) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such personal liabilitySPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital to Borrower or any SPE Equity Owner. (x) through (xii) are reserved. (g) For purposes of Sections 9(f) and (h), the term “Related Party” will include all of the following:

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("Debt Service Amounts") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, none of Borrower, SPE Equity Owner, or any member or limited partner of Borrower shall will have no any personal liability under this Note, the Security Instrument Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall will be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall will not limit or impair Lender's ’s enforcement of its rights against any guarantor Guarantor of the Indebtedness or any guarantor Guarantor of any other obligations of Borrower. (b) Borrower shall will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall will be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) 3 of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance Insurance proceeds and condemnation Condemnation proceeds as required by the Security InstrumentLoan Agreement. However, ▇▇▇▇▇▇▇▇ Borrower will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower is unable to apply insurance Insurance or condemnation Condemnation proceeds as required by the Security Instrument Loan Agreement because of a valid order issued in in, or an automatic stay applicable because of, a bankruptcy, receivership, or similar judicial proceeding. (iii) Either of the following occurs: (A) Borrower fails to comply with deliver the statements, schedules and reports required by Section 14(g) or (h) 6.07 of the Security Instrument relating Loan Agreement and Lender exercises its right to the delivery of books and records, audit those statements, schedules and reports. (B) If an Event of Default has occurred and is continuing, ▇▇▇▇▇▇▇▇ fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument Loan Agreement the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall will be of no force or effect. [Deferred] Hazard Property Insurance premiums or other insurance premiums, Insurance premiums [DeferredCollect] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A A] ground rents, Ground Rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property), including home owner association dues (dv) In addition Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Borrower fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Base Recourse, Borrower shall be personally liable Loan Agreement or any SPE Equity Owner fails to Lender forcomply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability as set forth in Section 9(f)(ii)). (vii) Any of the following Transfers occurs: (iA) Any Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs Mortgaged Property and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liabilitynot complied with the provisions of the Loan Agreement. (fB) Notwithstanding the Base RecourseA Transfer of property by devise, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property descent or operation of any business not permitted by Section 33 of law occurs upon the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal death of a general partner natural person and such Transfer does not meet the requirements set forth in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Loan Agreement. (gC) To Borrower grants an easement that does not meet the extent requirements set forth in the Loan Agreement. (D) Borrower executes a Lease that ▇▇▇▇▇▇▇▇ has personal liability under this does not meet the requirements set forth in the Loan Agreement. (viii) Reserved. (ix) through (xviii) are Reserved. (xix) Borrower fails to complete any Property Improvement Alterations that have been commenced in accordance with Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value 6.09(e)(v) of the Mortgaged Property against such personal liabilityLoan Agreement.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and L▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇L▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇B▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇B▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of B▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇B▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇L▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇B▇▇▇▇▇▇▇ personally without regard to whether ▇L▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's B▇▇▇▇▇▇▇’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. ; (iv4) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force fraud or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred written material misrepresentation by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Lender; or (5) failure to apply Rents, first, to the payment of reasonable operating expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to amounts ("Debt Service Amounts") payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year). (gc) To the extent that ▇▇▇▇▇▇▇▇ shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that is an Event of Default under Section 21 of the Security Instrument. (d) To the extent that Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To If ▇▇▇▇▇▇▇▇ is a married person, then ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇ may look to all of Borrower's community property and separate property to satisfy Borrower's recourse obligations under this Paragraph 9. For purposes of this Paragraph 9, the fullest extent term "Mortgaged Property" shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (iSection 9(c)(i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (iiSection 9(c)(ii) if Borrower ▇▇▇▇▇▇▇▇ is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, premiums [DeferredCollect ] Taxes, Taxes or payments in lieu of taxes (PILOT) [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ ) [N/A ] ground rents, rents [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (vi) Any of the following Transfers occurs: (A) the creation of a mechanic’s lien or other involuntary lien or encumbrance which does not otherwise comply with Section 21(c)(v) of the Security Instrument and is filed by any person that is not an Affiliate; (B) the Transfer of property by devise, descent or operation of law upon the death of a natural person which does not meet the requirements set forth in the Security Instrument; (C) the grant of an easement that does not meet the requirements set forth in the Security Instrument; or (D) the execution of a Lease that does not meet the requirements set forth in the Security Instrument. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ’s ownership of any property or operation of any business not permitted by Section 33 33(a) and (b) of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, occurs other than a Transfer set forth in Section 9(c)(vi) above (for which Borrower shall have personal liability for Lender’s loss or damage); provided, however, Borrower shall not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; (iv) Borrower voluntarily files for bankruptcy protection under the United States Bankruptcy Code; (v) Borrower voluntarily becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any part thereof becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party; or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in Borrower to contribute or cause the contribution of additional capital to Borrower. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this For purposes of Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note9(f), the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.term “Related Party” means:

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender▇▇▇▇▇▇'s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender ▇▇▇▇▇▇ as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ▇▇▇▇▇▇’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii4) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred fraud or written material misrepresentation by ▇▇▇▇▇▇ ▇▇▇, Key Principal or any officer, director, partner, member or employee of Borrower in connection with the collection creation of the Indebtedness or any amount request for which any action or consent by ▇▇▇▇▇▇; (5) failure to apply Rents, first, to the payment of reasonable operating expenses and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed in any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year; or (6) failure by Borrower to comply with the provisions of Section 17(a)(1) of the Security Instrument. (c) ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i1) Borrower's ownership ’s acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii2) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii3) fraud the occurrence of a Bankruptcy Event (but only if the Bankruptcy Event occurs with the consent, encouragement or written material misrepresentation by Borrower active participation of Borrower, Key Principal or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇Affiliate). (gd) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section Paragraph 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ Borrower personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To For purposes of this Paragraph 9, the fullest extent term “Mortgaged Property” shall not include any funds that (1) have been applied by Borrower as required or permitted by applicable lawthe Security Instrument prior to the occurrence of an Event of Default, in any action or (2) Borrower was unable to enforce Borrower's personal liability under this Section 9apply as required or permitted by the Security Instrument because of a bankruptcy, Borrower waives any right to set off the value of the Mortgaged Property against such personal liabilityreceivership, or similar judicial proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s ’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's ’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's ’s liability shall not limit or impair Lender's ’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (hi) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "“Deferred"”; provided however, that if no item is marked "“Deferred"”, this Section 9(c)(iv) shall be of no force or effect. effect [DeferredCollect] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ [N/A A] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's ’s obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ Lender in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' ’ Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s ’s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of Borrower or any property or operation of any business not permitted by SPE Equity Owner fails to comply with Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.; (giv) To Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9United States Bankruptcy Code; (v) Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard receivership, insolvency proceeding, or other similar proceeding pursuant to whether ▇▇▇▇▇▇ has exercised any rights against the other federal or state law affecting debtor and creditor rights; (vi) The Mortgaged Property or any other securitypart thereof becomes an asset in a voluntary bankruptcy or becomes subject to any reorganization, receivership, insolvency proceeding, or pursued any rights against any guarantor, or pursued other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights; (vii) an order of relief is entered against Borrower or any SPE Equity Owner pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action involuntary bankruptcy proceeding initiated or joined in by a “Related Party;” or (viii) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to enforce Borrower's personal liability under this Section 9, Borrower waives any right use commercially reasonable efforts to set off the value of the Mortgaged Property against dismiss such personal liabilityproceeding or has consented to such proceeding.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness Ind▇▇▇▇▇▇ess and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the original principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base RecourseBorrower's personal liability under Paragraph 9(b), Borrower ▇▇▇▇▇▇▇▇ shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇Lender as a result of (1) failure of Borrower to pay to L▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and Lend▇▇'▇ ▇▇▇▇'s only nly recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount repayment of a portion of the Base RecourseIndebtedness equal to zero percent (0%) of the unpaid principal balance of this Note, plus any other amounts for which Borrower has personal liability under this Section Paragraph 9. (c) In addition to the Base RecourseBorr▇▇▇▇'▇ ▇ersonal liability under Paragraph 9(b), Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to 0381557.02 -------------------------------------------------------------------------------- MULTIFAMILY NOTE (FREDDIE MAC)--MULTISTATE PAGE 3 NTMUFR02.DOC 4 any loss or damage suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence (1) failure of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails Borrower to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, ; (2) failure of Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any ; or (3) failure described in this subsection (ii) if of Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g14(d) or (he) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance For purposes of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce determining Borrower's personal liability under this Section Paragraph 9(b) and Paragraph 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [DeferredCollect] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (v) Borrower engages in any willful act of material waste of the Mortgaged Property. (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and; (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability.; and (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or; (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇; or (iv) an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower (by a party other than Lender) but only if Borrower has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. (g) To the extent that ▇▇▇▇▇▇▇▇ Borrower has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Limits on Personal Liability. (a) Except as otherwise provided in this Section Paragraph 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents Documents, and ▇▇▇▇▇▇Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property (as such term is defined in the Security Instrument) and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor or indemnitor of the Indebtedness or any guarantor or indemnitor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage actually suffered by ▇▇▇▇▇▇ Lender as a result of the occurrence of any of the following eventsof: (i1) ▇▇▇▇▇▇▇▇ fails failure of Borrower to pay to Lender upon demand after an Event of Default Default, all Rents to which ▇▇▇▇▇▇ Lender is entitled under Section 3(a) of the Security Instrument and the amount of all unapplied security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (ii2) ▇▇▇▇▇▇▇▇ fails failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.; (iii3) failure of Borrower fails to comply with Section 14(g) or (h) Article 10 of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii4) fraud or written material misrepresentation by Borrower Borrower, any guarantor or indemnitor of all or part of the Indebtedness or any officer, director, partner, member principal, manager, member, agent or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇.Lender or in connection with any Loan Document; (g5) To failure to apply Rents, first, to the payment of reasonable operating expenses as they become due and payable (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection with the Loan) and then to Debt Service Amounts, except that Borrower will not be personally liable (i) to the extent that ▇▇▇▇▇▇▇▇ Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents that are distributed if Borrower has personal liability under this Section paid all operating expenses and Debt Service Amounts as they become due and payable; (6) failure of Borrower to comply with Article 8 of the Security Instrument relating to Environmental Hazards; (7) fraud or intentional misrepresentation by or on behalf of any guarantor or indemnitor of the Indebtedness; (8) misapplication or misappropriation of tenant security deposits or Rents; (9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised ) physical waste of any rights against or all of the Mortgaged Property by Borrower and/or Guarantor; (10) removal or disposal of all or any portion of the Property other security, than in accordance with the terms of the Security Instrument; (11) failure to pay the insurance premium(s) on any or pursued any rights against any guarantor, or pursued any other rights available to Lender all of the insurance policies required under this Note, the Security Instrument, to the extent of gross revenues from the Mortgaged Property in respect of the period during which said premium(s) accrued are sufficient to pay such premiums; (12) any other fees or commissions paid by Borrower after the occurrence and during the continuance of an Event Of Default beyond applicable notice and/or cure periods under the Security Instrument or Loan Document Documents to any affiliate of Borrower or applicable law. To any guarantor or indemnitor in violation of the fullest extent permitted terms of any of the Loan Documents; (13) gross negligence, or criminal acts committed by, or otherwise allowed to continue by applicable lawBorrower or any Guarantor or Indemnitor resulting in forfeiture, in seizure or loss of any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value portion of the Mortgaged Property; (14) the failure by Borrower to pay any real property taxes or assessments relating to the Mortgaged Property, to the extent of gross revenue from the Mortgaged Property against in respect of the period when such personal liabilitytaxes or assessments accrued; (15) any failure by Borrower to timely comply with any and all laws, rules and regulations of any applicable governmental authority with respect to (i) limitations on rentals which may be charged to residential tenants and/or (ii) real estate tax benefits and/or abatements granted in connection with such limitations on residential rents; (16) any failure to pay any mortgage tax due and payable to the City and State of New York in connection with Substitute Mortgage (B) listed as mortgage (k) in Exhibit A attached hereto, and any penalties and interest associated therewith; or (17) any or all claims, suits, liabilities (including strict liabilities), actions, demands, proceedings, enforcements, obligations, debts, damages (including punitive and consequential), fines, trials, penalties, charges, diminution of value, injury to a person, property or natural resources, fees (including attorney=s fees and all fees of any experts and other costs of defense or prosecutions or otherwise related thereto), judgments, accounts, orders, adjudications, awards, liens, injunctive relief, causes of action or amounts paid in settlement of whatever kind or nature, arising from Substitute Mortgage (B) listed as mortgage (k) in Exhibit A attached hereto, as spread to the Property. (c) Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following: (1) Borrower's acquisition of any property or operation of any business not permitted by the Security Instrument; (2) The occurrence of a Prohibited Transfer, or the occurrence of a Sale or Encumbrance of all or any of the Property; or (3) if any Proceeding (defined below) shall be filed by, consented to, or acquiesced in by Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted by, or implemented with respect to, Borrower, or if a receiver, liquidator or trustee of Borrower shall be appointed and Borrower or any affiliate or party related to Borrower shall acquiesce in, collude in or otherwise cooperate with such appointment, or Borrower does not file timely objection to such appointment (unless such cooperation is required by law), or Borrower does not file timely objection to such appointment and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such appointment, unless otherwise required by law, or if Borrower shall be adjudicated a bankrupt or insolvent in an involuntary Proceeding and Borrower or any affiliate or party related to Borrower shall acquiesce to, collude in or otherwise cooperate with such adjudication, unless otherwise required by law, or Borrower does not timely object to such adjudication and otherwise take such appropriate actions as would be taken by a debtor to attempt to prevent such adjudication. “Proceeding” means any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of Borrower, or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Borrower, or the sale of all or substantially all of the assets of Borrower.