Common use of Non-recourse Obligations Clause in Contracts

Non-recourse Obligations. (a) In recognition of the Pledgor granting the security referred to in Section 2, the Security Trustee hereby agrees that, notwithstanding the provisions of this Agreement or any Loan Operative Document to the contrary, any and all liability of the Pledgor that is created hereunder shall, in the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited to the Pledged Collateral. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured (by way of security) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. (a) In recognition Except as may be otherwise specifically provided in the Retirement Agreement and General Release dated as of even date herewith between the Pledgee and the Pledgor granting (as it may be amended from time to time) or in the security referred to in Section 2, the Security Trustee hereby agrees that, notwithstanding the following provisions of this Agreement or any Loan Operative Document to Section 4, the contrary, any and all liability of the Pledgor that is created hereunder shall, in and under the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, Note with respect to the Obligations shall be limited to the Pledged Collateral. Except as specified above, the Pledgee's recourse against the Pledgor with respect to the Obligations shall be limited to the Pledged Collateral available under this Pledge Agreement and the Pledgor shall not be personally liable have no personal liability with respect to the Obligations. The Pledgor shall have no personal liability for his Obligations except (A) for any shortfall that may arise damages, costs or other expense suffered by the Pledgee as a result thereof. The of (i) the lack of authenticity or genuineness of any of the Pledged Collateral delivered to Pledgee hereunder or (ii) the failure of the Pledgor to deliver the stock certificates or appropriate instruments of assignment for the Pledged Collateral or (iii) the Pledgor's failure to comply with Section 11 or (iv) any breach by Pledgor of the representations and warranties contained in Section 3, or (B) for the payment of expenses under Section 16 arising from any litigation in which the Pledgee is the prevailing party or (C) in the event that the Note or any portion of the indebtedness evidenced thereby or the pledge of all or any part of the Pledged Collateral hereunder is rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be returned to Pledgor, his estate, trustee, receiver or any other person, whether as a result of proceedings in bankruptcy or reorganization or otherwise; provided that the Pledgee shall have recourse against the Pledged Collateral for any amounts which would be owing to the Pledgee from the Pledgor absent the operation of the foregoing provisions of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured (by way of security) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents4. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Notwithstanding anything in this Mortgage (aother than as set forth in Section 41 hereof), the Note or the other Loan Documents, no personal liability shall be asserted or enforceable against (i) In recognition Borrower, (ii) any Affiliate of Borrower, (iii) any Person owning directly or indirectly, any legal or beneficial interest in Borrower or any Affiliate of Borrower, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the "Exculpated Parties") by Lender in respect of the Pledgor granting the security referred to in Section 2Obligations, this Mortgage, the Security Trustee hereby agrees thatNote or any other Loan Document, notwithstanding or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Lender. Lender, and each successive holder of any Note and this Mortgage shall accept the Note and this Mortgage upon the express condition of this provision and limitation that in the case of the occurrence and continuance of an Event of Default, Lender's remedies in its sole discretion shall be any or all of: (i) Foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; (ii) Action against any other security at any time given to secure the payment of the Note and under the other Loan Documents; and (iii) Exercise of any other remedy set forth in this Mortgage or any other Loan Document. The lien of any judgment against Borrower and any proceeding instituted on, under or in connection with the Note or this Mortgage, or both, shall not extend to any property now or hereafter owned by Borrower or any Exculpated Party other than the Net Operating Income from and after an Event of Default, provided that Borrower or any Exculpated Party shall not have misappropriated the same, and the ownership interest of Borrower in the Mortgaged Property and the other security for the payment of the Note or this Mortgage. Notwithstanding anything to the contrary in this Mortgage or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt secured by this Agreement Mortgage or any to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Operative Document Documents. Notwithstanding anything in this Mortgage to the contrary, there shall at no time be any limitation on Borrower's liability for the payment to Lender of: (1) condemnation proceeds or insurance proceeds which Borrower has received and all liability of the Pledgor that to which Lender is created hereunder shall, in the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited entitled pursuant to the Pledged Collateral. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions terms of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit Mortgage or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assignedto the extent the same have not been applied toward payment of sums due under the Note or under this Mortgage, mortgaged, charged, pledged or secured (by way of security) to or used for the benefit repair or replacement of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or Mortgaged Property pursuant to this Mortgage, or (2) all loss, damage and expense as incurred by Lender and arising from any fraud, or intentional misrepresentation of the Loan Operative DocumentsBorrower or (3) any misappropriation of Rents or security deposits by Borrower or any Affiliate of Borrower. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Notwithstanding anything in this Mortgage (aother than as set forth in Section 36 hereof and except as provided in the Guaranty), the Note or the other Loan Documents, no personal liability shall be asserted by Lender or enforceable against (i) In recognition Borrower, (ii) any Affiliate of Borrower, (iii) any Person owning directly or indirectly, any legal or beneficial interest in Borrower or any Affiliate of Borrower, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the "Exculpated Parties") by Lender in respect of the Pledgor granting the security referred to in Section 2Obligations, this Mortgage, the Security Trustee hereby agrees thatNote, notwithstanding the Property or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by L▇▇▇▇▇ and each successive holder of the Note and this Mortgage shall accept the Note and this Mortgage upon the express condition of this provision and limitation that in the case of the occurrence and continuance of an Event of Default, L▇▇▇▇▇'s remedies in its sole discretion shall be any or all of: foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; action against any other security at any time given to secure the payment of the Note and under the other Loan Documents; and exercise of any other remedy set forth in this Mortgage or any other Loan Document which is not inconsistent with the terms of this Section 31. The lien of any judgment against Borrower and any proceeding instituted on, under or in connection with the Note or this Mortgage, or both, or any other Loan Document (other than the Guaranty) shall not extend to any property now or hereafter owned by such Borrower or any Exculpated Party other than the Net Operating Income from, and the ownership interest of such Borrower in, the Mortgaged Property and the other security for the payment of the Note or this Mortgage, from and after the time of the entry of such judgment. Notwithstanding anything to the contrary in this Mortgage or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt secured by this Agreement Mortgage or any to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Operative Document Documents. Notwithstanding anything in this Mortgage to the contrary, there shall at no time be any and all limitation on Borrower's liability for the payment, in accordance with the terms of the Pledgor that Note and this Mortgage, to Lender of: (1) any loss or damage by reason of the fraudulent acts of Borrower, (2) condemnation proceeds or insurance proceeds which Borrower has received and to which Lender is created hereunder shallentitled pursuant to the terms of this Mortgage or any of the Loan Documents to the extent the same have not been applied toward payment of sums due under the Note or under this Mortgage, in or used for the absence repair or replacement of the Mortgaged Property pursuant to this Mortgage, or (3) all loss, damage and expense as incurred by Lender and arising from any fraud, gross negligence or willful misconduct in performing its obligations intentional misrepresentation of Borrower, or (4) any knowing misappropriation of Rents or security deposits by Borrower or any Affiliate of Borrower, or (5) any loss or damage occurring by reason of all or any part of the Mortgaged Property being encumbered by a voluntary Lien (other than this Mortgage) granted by B▇▇▇▇▇▇▇, or (6) after an Event of Default by Borrower hereunder, under this Agreementthe Note or under any other Loan Document, be limited any Rents, issues, profits and/or income collected by Borrower and not applied to payment of the Obligations or used to pay normal and verifiable Operating Expenses of the Mortgaged Property, or (7) non-payment of Impositions and insurance premiums to the Pledged Collateral. Except as specified aboveextent of cash flow from the Property, or (8) physical damage to the Pledgor shall not be personally liable for Mortgaged Property from waste committed or permitted by Borrower; or (9) loss or damage occurring by reason of the failure of Borrower to comply with any shortfall that may arise as a result thereof. The of the provisions of this Section 24(a36, or (10) shall only limit the personal liability Estoppel and SNDA Indemnity Obligations, or (11) the amount of the Pledgor for the discharge MarchFirst Letter of its obligations as specified above and shall not Credit if (i) limit the MarchFirst Letter of Credit expires without a renewal or restrict in any way replacement thereof being provided to Lender pursuant to the accrual provisions of interest on any such unpaid amountSection 41(c)(ii), or (ii) derogate from or otherwise limit Lender fails to draw on the right MarchFirst Letter of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or Credit pursuant to the provisions of Section 41(c)(v), (12) reasonable attorney's fees incurred by Lender in connection with suit filed on account of any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured foregoing clauses (by way of security1) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documentsthrough (11). (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Notwithstanding anything in this Mortgage (a) In recognition of the Pledgor granting the security referred to other than as set forth in Section 241 hereof), the Security Trustee hereby agrees thatNote or the other Loan Documents, notwithstanding the provisions of this Agreement or any Loan Operative Document to the contrary, any and all liability of the Pledgor that is created hereunder shall, in the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited to the Pledged Collateral. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions of this Section 24(a) shall only limit the no personal liability of the Pledgor for the discharge of its obligations as specified above and shall not be asserted or enforceable against (i) limit Grantor, (ii) any Affiliate of Grantor, (iii) any Person owning directly or restrict indirectly, any legal or beneficial interest in Grantor or any way the accrual Affiliate of interest on any such unpaid amountGrantor, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above (collectively, the "Exculpated Parties") by Beneficiary or Trustee in respect of the Obligations, this Mortgage, the Note or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Beneficiary, Trustee, and each successive holder of any Note and this Mortgage shall accept the Note and this Mortgage upon the express condition of this provision and limitation that in the case of the occurrence and continuance of an Event of Default, Beneficiary's remedies in its sole discretion shall be any or all of: (i) Foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; (ii) derogate from Action against any other security at any time given to secure the payment of the Note and under the other Loan Documents; and (iii) Exercise of any other remedy set forth in this Mortgage or otherwise limit any other Loan Document. The lien of any judgment against Grantor and any proceeding instituted on, under or in connection with the right Note or this Mortgage, or both, shall not extend to any property now or hereafter owned by Grantor or any Exculpated Party other than the Net Operating Income from, and the ownership interest of recovery, realization or application by the Security TrusteeGrantor in, the Agent, Trust Estate and the Swap Counterparty and each Participant under other security for the payment of the Note or pursuant this Mortgage. Notwithstanding anything to the contrary in this Mortgage or any of the Loan Operative Documents on anything assignedDocuments, mortgagedBeneficiary shall not be deemed to have waived any right which Beneficiary may have under Section 506(a), charged506(b), pledged 1111(b) or secured (by way any other provisions of security) the Bankruptcy Code to or file a claim for the benefit full amount of the Security Trustee, the Agent, the Swap Counterparty and each Participant under Debt secured by this Mortgage or pursuant to any require that all collateral shall continue to secure all of the Debt owing to Beneficiary in accordance with the Loan Operative Documents. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Except as expressly provided in this Section 7, notwithstanding any other provision in this Promissory Note, this Promissory Note is a non-recourse obligation of ARC and the Company and the Holder, as evidenced by its acceptance of delivery hereof, agrees that ARC and the Company shall not, except to the extent herein stated, be or become personally liable for payment of any amounts due under this Promissory Note and, upon the occurrence of a default hereunder, the Holder shall look solely to the Membership Interest of ARC (aand the Holder's rights and remedies with respect to such Membership Interest pursuant to Section 5 hereof) In recognition for the satisfaction of all amounts due from ARC under this Promissory Note and solely to the Net Operating Income (Lessee Cash Flow) of the Pledgor granting Company for the security referred to in Section 2satisfaction of all amounts due from the Company under this Promissory Note. No property of ARC or the Company other than, as applicable, the Security Trustee hereby agrees thatMembership Interest or the Net Operating Income (Lessee Cash Flow) shall be subject to levy, notwithstanding execution or enforcement for the provisions of this Agreement or any Loan Operative Document to the contrary, any and all liability satisfaction of the Pledgor that is created hereunder shallHolder's rights and remedies under this Promissory Note, and the Holder will not make any claim or institute any action or proceeding against ARC or the Company with respect to such other property in connection with this Promissory Note. Notwithstanding the foregoing, the Holder may give such notices and take such other actions as may be necessary to foreclose on its security interest in the absence of fraudMembership Interest, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited to the Pledged Collateral. Except as specified above, the Pledgor and ARC and their respective properties shall not be personally liable for any shortfall that may arise as a result thereof. The provisions and all damages resulting from any fraud, breach of this Section 24(a) shall only limit the personal liability trust, breach of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit warranty or restrict misrepresentation committed by ARC in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured (by way of security) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documentsconnection therewith. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. (a) In recognition of the Pledgor granting the security referred to in Section 2, the Security Trustee hereby agrees that, notwithstanding the provisions of this Agreement or any Loan Operative Document to the contrary, any and all liability of the Pledgor that is created hereunder shall, in the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited to the Pledged Collateralaggregate assets from time to time of the Pledgor. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured (by way of security) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.. IN WITNESS WHEREOF, each of the parties hereto has caused this Beneficial Interest Pledge Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written. ACY E-175 LLC, as a Borrower By: AeroCentury Corp., its Manager By: Name: Title: WILMINGTON TRUST COMPANY, as Security Trustee By: Name: Title: W▇▇▇▇ FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as owner trustee of [_________] Trust By: Name: Title: ACY E-175 LLC (the “Transferor”), for value received does hereby transfer to __________________ (the “Transferee”), its beneficial interest, to hold the same unto the Transferee. ACY E-175 LLC, as a Borrower By: AeroCentury Corp., its Manager By: Name: Title: Section 1. Definitions 1 Section 2. Pledge 1

Non-recourse Obligations. (a) Each Borrower and each Lessor, as security for the Secured Obligations, shall mortgage, collaterally assign and create a Lien in favor of the Security Trustee in and upon the Collateral upon and subject to the terms of the Loan Operative Documents. (b) In recognition of the Pledgor each Borrower and each Lessor granting the security referred to in Section 27.16(a), each of the Security Trustee, the Security Trustee Agent, the Swap Counterparty and each Participant hereby agrees that, notwithstanding the provisions of this Agreement or any Loan Operative Document to the contrary, any and all liability of the Pledgor Borrowers and the Lessors that is created hereunder or under any other Loan Operative Document shall, in the absence of fraud, gross negligence or willful misconduct in performing its their respective obligations under this Agreementthe Loan Operative Documents to which they are a party, be limited to the Pledged Collateralaggregate assets from time to time of the Borrowers and the Lessors. Except as specified above, the Pledgor Borrowers and the Lessors shall not be personally liable for any shortfall that may arise as a result thereof. The provisions of this Section 24(a7.16(b) shall only limit the personal liability of the Pledgor Borrowers and the Lessors for the discharge of its obligations as specified above and shall not (i) limit or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assigned, mortgaged, charged, pledged or secured (by way of security) to or for the benefit of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents. (bc) The Each of the Security Trustee Trustee, the Agent, the Swap Counterparty and each Participant hereby acknowledges and agrees that the Pledgoreach Borrower’s and each Lessor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of such Borrower or such Lessor, as the Pledgor case may be, and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of such Borrower or such Lessor, as the Pledgor case may be, for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor Borrowers and the Lessors under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Notwithstanding anything in this Mortgage (awhether or not a specific reference to this Section 33 is made) In recognition the Notes or the other Loan Documents, no personal liability shall be asserted or enforceable 86 against, and Beneficiary (and its successors and assigns) shall not have any recourse to any assets of, (i) Grantor, (ii) any Affiliate of Grantor, (iii) any Person owning directly or indirectly, any legal or beneficial interest in Grantor or any Affiliate of Grantor, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above and their successors and assigns (Persons described in clauses (i) through (iv) collectively, the "Exculpated Parties") by Beneficiary or Trustee in respect of the Pledgor granting the security referred to in Section 2Obligations, this Mortgage, the Security Trustee hereby agrees thatNotes or any other Loan Document, notwithstanding or the provisions making, issuance or transfer thereof, all such liability, if any, being expressly waived by Beneficiary, Trustee, and each successive holder of any Notes and this Mortgage shall accept the Notes and this Mortgage upon the express condition of this Agreement provision and limitation that in the case of the occurrence and continuance of an Event of Default, Beneficiary's remedies in its sole discretion shall be any or all of the following; provided that there shall be no personal or deficiency money judgment sought or entered against any Exculpated Party and such remedies shall be limited to the following rights against the Trust Estate: (i) Foreclosure of the lien of this Mortgage in accordance with the terms and provisions set forth in this Mortgage; (ii) Action against any other security at any time given to secure the payment of the Notes and under the other Loan Documents; and (iii) Exercise of any other remedy set forth in this Mortgage or any other Loan Operative Document Document. The lien of any judgment against Grantor and any proceeding instituted on, under or in connection with the Notes or this Mortgage, or both, shall not extend to any property now or hereafter owned by Grantor or any Exculpated Party other than the Net Operating Income from, and the ownership interest of Grantor in, the Trust Estate and the other security given to Beneficiary for the payment of the Notes or this Mortgage. Notwithstanding anything in this Mortgage to the contrary, there shall at no time be any limitation on Grantor's (but this provision shall not apply to any Other Exculpated Parties directly or derivatively) liability for the payment to Beneficiary of: (1) condemnation proceeds or insurance proceeds which Grantor has received and all liability of the Pledgor that to which Beneficiary is created hereunder shall, in the absence of fraud, gross negligence or willful misconduct in performing its obligations under this Agreement, be limited entitled pursuant to the Pledged Collateral. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions terms of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit 87 Mortgage or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assignedto the extent the same have not been applied toward payment of sums due under the Notes or under this Mortgage, mortgaged, charged, pledged or secured (by way of security) to or used for the benefit repair or replacement of the Security Trustee, the Agent, the Swap Counterparty and each Participant under or Trust Estate pursuant to this Mortgage, or (2) all loss, damage and expense as incurred by Beneficiary and arising from any fraud, or intentional misrepresentation of Grantor, (3) any misappropriation of Rents or security deposits by Grantor or any Affiliate of Grantor or (4) the Loan Operative Documentsindemnification set forth in Section 40(c) hereof. 34. (b) The Security Trustee hereby acknowledges and agrees that the Pledgor’s obligations under this Agreement and the other Loan Operative Documents are solely the corporate obligations of the Pledgor and that none of the Security Trustee, the Agent, the Swap Counterparty or the Participants shall have any recourse against any of the directors, shareholders, officers or employees of the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative Documents.

Non-recourse Obligations. Notwithstanding anything in this Note, _________________________ the Mortgage or the other Loan Documents, no personal liability shall be asserted or enforceable against (i) Maker, (ii) any Affiliate (as defined in the Mortgage) of Maker, (iii) any Person (as defined in the Mortgage) owning directly or indirectly, any legal or beneficial interest in Maker or any Affiliate of Maker, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or director of any Persons described in clauses (i) through (iii) above (individually, an "EXCULPATED PARTY" and, collectively, the "EXCULPATED PARTIES") by Holder in respect of the Secured Obligations, this Note, the Mortgage, or any other Loan Document, or the making, issuance or transfer thereof, all such liability, if any, being expressly waived by Holder and each successive holder of this Note and the Mortgage shall accept this Note and the Mortgage upon the express condition of this provision and limitation that in the case of the occurrence and continuance of an Event of Default, Holder's remedies in its sole discretion shall be any or all of: (a) In recognition Foreclosure of the Pledgor granting lien of the Mortgage in accordance with the terms and provisions set forth in the Mortgage; (b) Action against any other security referred at any time given to secure the payment of this Note and under the other Loan Documents; and (c) Exercise of any other remedy set forth in Section 2the Mortgage or any other Loan Document. The lien of any judgment against Maker and any proceeding instituted on, under or in connection with this Note or the Mortgage, or both, shall not extend to any property now or hereafter owned by Maker or any Exculpated Party other than the Rents from, and the ownership interest of Maker in, the Security Trustee hereby agrees that, notwithstanding Property and the provisions other security for the payment of this Agreement Note or any Loan Operative Document the Mortgage. Notwithstanding anything to the contrary, any and all liability of the Pledgor that is created hereunder shall, contrary in the absence of fraud, gross negligence this Note or willful misconduct in performing its obligations under this Agreement, be limited to the Pledged Collateral. Except as specified above, the Pledgor shall not be personally liable for any shortfall that may arise as a result thereof. The provisions of this Section 24(a) shall only limit the personal liability of the Pledgor for the discharge of its obligations as specified above and shall not (i) limit or restrict in any way the accrual of interest on any such unpaid amount, or (ii) derogate from or otherwise limit the right of recovery, realization or application by the Security Trustee, the Agent, the Swap Counterparty and each Participant under or pursuant to any of the Loan Operative Documents on anything assignedDocuments, mortgagedHolder shall not be deemed to have waived any right which Holder may have under Section 506(a), charged506(b), pledged 1111(b) or secured (by way any other provisions of security) the Bankruptcy Code to or file a claim for the benefit full amount of the Security TrusteeSecured Obligations or to require that all collateral shall continue to secure all of such Secured Obligations owing to Holder in accordance with the Loan Documents. Notwithstanding anything in this Note or the Mortgage to the contrary: (A) no provision of this Note or the Mortgage shall be construed or be deemed to limit or impair the enforcement of or liability of Maker and/or the Guarantors under the Environmental Indemnity Agreement or the liability of Maker and/or the Guarantors under the Guaranty, as the Agentcase may be; and (B) there shall at no time be any limitation on Maker's or the Guarantors' liability for the payment to Holder of any and all actual losses, the Swap Counterparty damages, costs and/or expenses incurred by Holder and each Participant under arising from: (1) misappropriation by Maker or ▇▇▇ Affiliate of Maker of any condemnation proceeds or insurance proceeds which Maker or any Affiliate of Maker has received and to which Holder is entitled pursuant to the terms of the Mortgage or any of the Loan Operative Documents. (b) The Security Trustee hereby acknowledges and agrees that Documents to the Pledgor’s obligations extent the same have not been applied toward payment of sums due under this Agreement and Note or under the other Loan Operative Documents are solely Mortgage, or used for the corporate obligations repair or replacement of the Pledgor and that none Property pursuant to the Mortgage, or (2) any fraud, or intentional misrepresentation of Maker or any Affiliate of Maker, or (3) any misappropriation of Rents or security deposits by Maker or any Affiliate of Maker, or (4) any intentional physical waste in connection with Maker's or any Affiliate of Maker's operation of the Security TrusteeProperty, the Agent, the Swap Counterparty or the Participants shall have any recourse against (5) Maker's failure to maintain in full force and effect any of the directorsinsurance policies required to be maintained under the Mortgage, shareholders, officers or employees of (6) Maker's failure to pay any taxes required to be paid under the Pledgor for any claims, losses, damages, liabilities, indemnities or other obligations of the Pledgor under this Agreement and the other Loan Operative DocumentsMortgage.