Common use of Nonrecourse Clause in Contracts

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

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

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the ▇▇▇▇ Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything to Property which are given as collateral for this Note and the contrary contained in this Agreement or in ▇▇▇▇ Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the ▇▇▇▇ Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the ▇▇▇▇ Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the ▇▇▇▇ Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreement; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the Lenders▇▇▇▇ Note and performance of all other obligations of Maker under this Note, the ▇▇▇▇ Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, its sole or general partners, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunder▇▇▇▇ Note, the Mortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the ▇▇▇▇ Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition (a) Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereunder, and not for performance of any covenants contained in limitation of Section 12.9 any of the Participation Agreement, anything Loan Documents to the contrary contained extent, but only the extent, of Lender's security for the same, including, without limitation, all properties, rights, estates, and interests covered by this Agreement and the Loan Documents. No attachment, execution or other writ of process shall be sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interest described in this Agreement and the other Loan Documents. In the event of foreclosure of such title, liens, mortgages or security interests, by private power of sale or otherwise, no judgment for any deficiency upon such indebtedness, sums and amounts shall be sought or obtained by Lender against Borrower. (b) Subject to the limitations set forth in Subparagraph (a) above, nothing herein contained shall be construed to prevent Lender from exercising and enforcing any other remedy allowed at law or in equity or by any statute or by the terms of any of the Loan Documents. (c) Notwithstanding the foregoing provisions of Subparagraphs (a) and (b) above, or any provision of the Deed of Trust or any other Loan Document to the contrary, no limitation of liability set forth herein, in the Deed of Trust or in any other Operative Agreement notwithstanding, no Exculpated Person Loan Documents shall be personally liable in deemed to limit any respect for right Lender might otherwise have to obtain injunctive relief against Borrower or any liability partner of Borrower related to the Leasehold Interest or obligation hereunder the Improvements or under any other Operative Agreement including without limitation personal property security or to take any action to preserve, enforce or foreclose the liens, mortgages, assignments and security interests now or at any time hereafter securing the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of and performance of any of the covenants contained in this Agreement, the Notes all sums and obligations hereunder or any of the Loan Documents, or to collect rents or to collect amounts which may become owing or payable under or on account of insurance, condemnation awards or damages for other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available public actions or surety bonds maintained or provided by Borrower. (d) In addition to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.189.29, nothing neither the limitation of liability set forth herein, or in this Agreement the Deed of Trust or any other Operative Agreement Loan Document: (i) shall apply to any damages sustained by Lender by reason of: (aA) constitute a waiverany misrepresentation by Borrower or any partner of Borrower proving to have been an intentional or fraudulent misrepresentation when made, (B) waste or intentional damage to the Property or Improvements thereon by Borrower or any partner of Borrower, (C) any breach of Borrower's obligations under Section 8.03 ------------ hereof, (D) the failure of Borrower or any partner of Borrower to pay any income or other taxes, release assessments or discharge charges attributable to the Borrower or such partner (as the case may be) which can create liens on any portion of the Leasehold Interest or Improvements (to the full extent of any obligation evidenced such taxes, assessments or secured by this Agreement other charges) as to Borrower or the partner who fails to pay such taxes, assessments or charges, or (E) the making of any payment or any other Credit Documentdistribution (cash, profits, fees or otherwise) of any assets of Borrower to any partner of Borrower or to any affiliate of a partner of Borrower without the prior written consent of Lender; and (bii) limit the right of the Agent shall apply should Borrower, or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability partner of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, claim or contend at any time that the Deed of Trust securing the Loan is, for any reason, invalid or unenforceable to an extent that would: (A) preclude Lender from foreclosing the Deed of Trust or causing a trustee's sale in connection with the Loans made Deed of Trust upon the occurrence of a Default hereunder, or (B) preclude Lender from foreclosing or otherwise enforcing its security interest in the personal property covered by the Deed of Trust or the Security Agreement upon the occurrence of a Default hereunder. (e) Nothing herein contained shall limit or be construed to limit the personal liability and obligations of Borrower in the event that and to the extent that after a Default or an event or circumstance that with the passage of time, the giving of notice, or both, could constitute a Default, Borrower collects any rents, issues or profits of the Leasehold Interest or the Improvements or derived from the Leasehold Interest or the Improvements and does not apply the same to the normal operating expenses of the Leasehold Interest or the Improvements or any payments due under any of the Loan Documents, it being intended hereby that Borrower shall be personally liable and obligated hereunder to the full extent of such rentals and other items so collected and not so applied, and that Lender or other holder hereof or of the Note, the Original Note or any of the Loan Documents shall not be limited in any way in enforcing such personal liability and obligations of Borrower.

Nonrecourse. In addition to and not in limitation No direct or indirect owner of Section 12.9 Maker, nor any officer, director, manager, advisor, trustee, employee, agent or representative of the Participation AgreementMaker, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing Indebtedness due hereunder (excluding principal and or under the other Loan Documents or for the performance of any obligations of Maker hereunder or under the other Loan Documents, nor, except as expressly provided below in this Section 14, shall Maker be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Principal Indebtedness or interest (thereon will be enforced against the Maker personally or against any property of the Maker other than Overdue Interest) the Security and any other security furnished under the Loan Documents in respect any action to foreclose the Portfolio Mortgages or to otherwise realize upon any security furnished under the Loan Documents or to collect any amount payable hereunder or under the other Loan Documents. Nothing herein contained, however, shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including, without limitation, the right to bring actions or proceedings against Maker and to enter a judgment against Maker, so long as the exercise of any remedy does not extend to execution against or recovery out of any property other than the Security furnished to Holder under any of the LoansLoan Documents. Notwithstanding any of the foregoing: (a) Maker shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Documents: (i) Maker misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such non-excluded amountsmisappropriation; (ii) Maker misappropriates any security deposits or reserves attributable to the Real Property, "Supplemental Amounts"To the extent of such misappropriation; (iii) except Maker collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) Maker commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of the Real Property, To the extent of any remedies available at law or in equity; (v) Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of the indebtedness then due and payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and Maker fails to make such payments or deposits when due, To the extent of any funds diverted by Maker (or anyone acting on Maker’s behalf) from such payments or expenses during the period six (6) months prior to Holder’s notice of acceleration through the date Holder takes title to the Real Property; and (vi) Maker or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall a casualty or liability occurs or arises and insurance proceeds would have been paid by available had such insurance been maintained, In the Lessee pursuant to amount of the Lease (it being understood that loss incurred as the failure by the Lessee for any reason to pay any Supplemental Rent in respect result of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement uninsured casualty or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, uninsured liability. (b) limit There shall be no limitation on or prejudice to the right rights of Holder to proceed against any person or entity, including, without limitation, Maker, or on the Agent or exercise of any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale of Holder’s rights under any Security Document, or indemnity from Maker to Holder; (c) affect in There shall be no limitation on or prejudice to the rights of Holder to proceed against any way entity or person whatsoever, including, without limitation, Maker, with respect to the validity or enforceability enforcement of any guaranty (whether guarantees of payment and/or performance) given to the LessorPrincipal Indebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, the Agent or the Lendersany master leases, or any similar rights of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpayment.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by Holder, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the LendersAutomatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note and performance of all other obligations of Maker under this Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderDeed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "“Supplemental Amounts"”) except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, (c) relieve any Exculpated Person from liability and responsibility for (but only to the extent of damages arising by reason of) active waste knowingly committed by any Exculpated Person with respect to any Property or any fraud, gross negligence or willful misconduct on the part of any Exculpated Person, (d) relieve any Exculpated Person from liability and responsibility for (but only to the extent of the monies misappropriated, misapplied or not turned over) (i) except for Excepted Payments, misappropriation or misapplication by the Lessor (i.e., application in a manner contrary to any of the Operative Agreements) of any insurance proceeds or condemnation award paid or delivered to the Lessor by any Person other than the Agent, (ii) except for Excepted Payments, any deposits or any escrows or amounts owed by the Construction Agent under the Agency Agreement held by the Lessor or (iii) except for Excepted Payments, any rent or other income received by the Lessor from the Lessee that is not turned over to the Agent; (e) affect or in any way limit the Agent’s rights and remedies under any Operative Agreement with respect to the Rents and rights and powers of the Agent under the Operative Agreements or to obtain a judgment against the Lessee’s interest in the Properties or the Agent’s rights and powers to obtain a judgment against the Lessor (provided, that no deficiency judgment or other money judgment shall be enforced against any Exculpated Person except to the extent of the Lessor’s interest in the Trust Estate (excluding Excepted Payments) or to the extent the Lessor may be liable as otherwise contemplated in clauses (c) and (d) of this Section 9.18); or (f) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to The Borrower and not in limitation of Section 12.9 of its successors and assigns shall only be liable upon the Participation indebtedness evidenced by the HOME Agreement, anything and sums or amounts to the contrary contained in this Agreement accrue or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder to become payable thereunder or under any other Operative Agreement including without limitation this Mortgage or the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes note or any of the other Operative Agreements. The Agent and the Lenders agree thatthem, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts nonrecourse security granted under this Mortgage. If a default occurs, any judicial proceedings or enforcement of the remedies under this Mortgage, the Note, the HOME Agreement and the Declaration of Covenants and Restrictions against the Borrower and its successors and assigns shall have been paid by the Lessee pursuant be limited to the Lease (it being understood that preservation, enforcement and foreclosure of the failure by liens, estates, assignments, titles, rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought, issued or levied upon the Lessee assets, property or funds of the Borrower or its successors and assigns other than the properties, rights, estates and interests of the Borrower as are identified as security in this Mortgage. In the event of a foreclosure or other disposition as provided for any reason to pay any Supplemental Rent in respect this Mortgage of such Supplemental Amounts liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale, no judgment for the deficiency of such indebtedness, sums and amounts shall nevertheless be deemed to constitute a default by sought or obtained against the Borrower for the purposes of Section 6)its members and/or its successors and assigns. Notwithstanding the foregoing provisions of this Section 9.18Paragraph, nothing in this herein contained shall limit or restrict the ability of the Lender to seek or obtain a judgment against the Borrower or its successors and assigns for: 1. Indemnification under Article XXII of the HOME Agreement and under equivalent provisions of the other loan documents; provided, however the foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the loan; 2. Liability for intentional waste, destruction or damage to the Property or any part thereof; 3. All obligations under the Declaration of Covenants and Restrictions; provided, however the foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the loan; 4. Application of proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Property to the full extent that such proceeds are payable or should be payable to the Lender under the terms of this Mortgage, subject to any subordination agreement executed by the Lender; 5. Application of proceeds or awards resulting from the condemnation or other Operative Agreement shall (a) constitute taking in lieu of condemnation, relating to any portion of the Property other than to the reasonable costs of the restoration of the Property or to the obligations of the Borrower under the loan documents, subject to any subordination agreement executed by the Lender; 6. Failure by the Borrower to cause to be maintained upon the Property the insurance coverage required under this Mortgage; and 7. Any liability, damage, cost or expense incurred by the Lender as a waiver, release or discharge result of any obligation evidenced fraud, misrepresentation or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given bad faith by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no other than in the case of fraudulent conduct or wilful misconduct by such Person, except for the obligations of the Trust Company under the Trust Agreement, Section 5 of the Lease and the representations and warranties of the Trust Company in Section 7.4 of the Participation Agreement, neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Collateral and the LesseeGuarantors; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Properties or any other Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Administrative Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated applicable to such Supplemental Amounts have been made by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 66.1(a)(ii). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder).

Nonrecourse. In addition The Borrower and its successors and assigns shall only be liable upon the indebtedness evidenced by the Funding Agreement, and sums or amounts to and not in limitation accrue or to become payable thereunder or under this Mortgage or either of Section 12.9 them, to the extent of the Participation nonrecourse security granted under the Funding Agreement, anything Mortgage or other Indenture. If a default occurs, any judicial proceedings or enforcement of the remedies under the Funding Agreement and this Mortgage against the Borrower and its successors and assigns shall be limited to the contrary contained preservation, enforcement and foreclosure of the liens, estates, assignments, titles, rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought, issued or levied upon the assets, property or funds of the Borrower or its successors and assigns other than the properties, rights, estates and interests of the Borrower as are identified as security in the Funding Agreement, this Agreement Mortgage or in any other Operative Agreement notwithstandingIndenture. In the event of a foreclosure or other disposition as provided for in the Funding Agreement, Mortgage or other Indenture of such liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale, no Exculpated Person judgment for the deficiency of such indebtedness, sums and amounts shall be personally liable in any respect for any liability sought or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse obtained against the Borrower, nor any other Exculpated Person, for any deficiency, loss Borrower or claim for monetary damages or otherwise resulting therefrom its partners and/or their successors and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6)assigns. Notwithstanding the foregoing provisions of this Section 9.18Paragraph, nothing in this herein contained shall limit or restrict the ability of the Lender to seek or obtain a judgment against the Borrower or its successors and assigns for: 1. Indemnification under Article XXI of the Funding Agreement and under equivalent provisions of the other loan documents; provided, however the foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the loan; thereof; 2. Liability for intentional waste, destruction or damage to the Property or any part 3. All material low income housing affordability obligations under the Funding Agreement; provided, however the foregoing is not intended to make the Borrower or its successors and assigns personally liable for the payment of principal and interest due under the loan; 4. Application of proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Property to the full extent that such proceeds are payable or should be payable to the Lender under the terms of the Mortgage, subject to any subordination to the Superior Mortgages; 5. Application of proceeds or awards resulting from the condemnation or other Operative Agreement shall (a) constitute taking in lieu of condemnation, relating to any portion of the Property other than to the reasonable costs of the restoration of the Property or to the obligations of the Borrower under the loan documents, subject to any subordination to the Superior Mortgages; 6. Failure by the Borrower to cause to be maintained upon the Property the insurance coverage required under this Mortgage; 7. Costs to restore the Property as a waiverresult of a casualty if the insurance proceeds are applied to restoration, release to the extent the costs of such restoration are not reimbursed by insurance other than due to the fault of the insurance company; and 8. Any liability, damage, cost or discharge expense incurred by the Lender as a result of any obligation evidenced fraud, misrepresentation or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given bad faith by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement Indenture or in any other Operative Agreement notwithstanding, no neither the Certificate Holders, the Trust Company, nor any officer, director or shareholder thereof, nor any of the Issuer's or the Trust Company's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Person"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the NotesSecurities, or for monetary damages for the breach of performance of any of the representations, warranties, agreements, undertakings or covenants of the Issuer contained in this Agreement, the Notes Indenture or any of the other Operative Agreements. The Agent , and the Lenders Trustee and each Holder, by accepting a Security, agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes Indenture or any other Operative Agreement, neither the Agent Trustee nor the Lenders Holders shall have any recourse against the BorrowerCertificate Holders, the Trust Company, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Issuer and the LesseeCollateral and, to the extent provided therefore in the Hanover Guarantee, the Hanover Guarantors; but nothing provided, however, each Exculpated Person shall remain liable for its own gross negligence or willful misconduct and for any breach by such Exculpated Person of any covenant or representation undertaken or made by it in its individual capacity as provided herein or in the other Operative Agreements. Nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes Indenture or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.189.8, nothing in this Agreement Indenture or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement Indenture or any other Credit Security Document, (b) limit the right of the Agent Trustee or any Lender Holder to name the Borrower Issuer as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Hanover Guarantee or any other guaranty (whether of payment and/or performance) given to the Lessor, the Agent Trustee or the LendersHolders, or of any indemnity agreement given by the BorrowerIssuer, in connection with the Loans made Securities issued hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the AIC Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything to Property which are given as collateral for this Note and the contrary contained in this Agreement or in AIC Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the AIC Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the AIC Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the AIC Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the AIC Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the AIC Note, the Mortgage or the Related Agreements prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the AIC Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the AIC Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the AIC Note, the Mortgage or any Related Agreement; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the AIC Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the LendersAIC Note and performance of all other obligations of Maker under this Note, the AIC Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, its sole or general partners, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderAIC Note, the Mortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the AIC Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the AIC Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person officer, director or shareholder (other than a Credit Party) of any party to any Operative Agreement shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any officer, director or shareholder (other Exculpated Personthan a Credit Party) of any party to any Operative Agreement, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the LesseeCredit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything to Property which are given as collateral for this Note and the contrary contained in this Agreement or in ▇▇▇▇ Phase II Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence; (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Tennessee, Madison County, Tennessee or other governmental authority with jurisdiction over the Property relating to this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the Lenders▇▇▇▇ Phase II Note and performance of all other obligations of Maker under this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunder▇▇▇▇ Phase II Note, the Deed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the ▇▇▇▇ Phase II Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the ▇▇▇▇ Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything to Property which are given as collateral for this Note and the contrary contained in this Agreement or in ▇▇▇▇ Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the ▇▇▇▇ Note, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, the ▇▇▇▇ Note, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the ▇▇▇▇ Note, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnities") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the ▇▇▇▇ Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the ▇▇▇▇ Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the ▇▇▇▇ Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the ▇▇▇▇ Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Tennessee, Madison County, Tennessee or other governmental authority with jurisdiction over the Property relating to this Note, the ▇▇▇▇ Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the ▇▇▇▇ Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by Holder, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the Lenders▇▇▇▇ Note and performance of all other obligations of Maker under this Note, the ▇▇▇▇ Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunder▇▇▇▇ Note, the Deed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the ▇▇▇▇ Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the ▇▇▇▇ Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnities, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the AIC Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything to Property which are given as collateral for this Note and the contrary contained in this Agreement or in AIC Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the AIC Note, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, the AIC Note, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the AIC Note, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the AIC Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the AIC Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the AIC Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the AIC Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the AIC Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Tennessee, Madison County, Tennessee or other governmental authority with jurisdiction over the Property relating to this Note, the AIC Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the AIC Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by Holder, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the LendersAIC Note and performance of all other obligations of Maker under this Note, the AIC Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderAIC Note, the Deed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the AIC Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the AIC Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Person Persons”), shall be personally liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Property and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18Section, nothing in this Agreement Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by this Agreement the Security Agreement, the Mortgage Instruments or any other Credit DocumentOperative Agreement, but the same shall continue until paid or discharged; (b) limit relieve the right Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the Agent damages arising by reason of): (i) active waste knowingly committed by the Lessor or any Lender Exculpated Person with respect to name the Borrower as Properties or (ii) any fraud, gross negligence, willful misconduct or willful breach on the part of the Lessor or any such Exculpated Person; (c) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (i) misappropriation or misapplication by the Lessor (i.e., application in a party defendant in manner contrary to any action Operative Agreement) of any insurance proceeds or suit for judicial foreclosure and sale under condemnation award paid or delivered to the Lessor by any Security DocumentPerson other than the Agent, or (cii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent; or (d) affect or in any way limit the validity or enforceability of Agent’s rights and remedies under any guaranty (whether of payment and/or performance) given Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor, ’s interest in the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProperties.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇’s recourse under this Note, the Deed of Trust, the Other Mortgage and the Related Agreements shall be limited to and not satisfied from the Property, the Other Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker or the owner arising out of the Participation Agreement, anything to Property and the contrary contained in Other Property which are given as collateral for this Agreement or in Note and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6“Loan Collateral”). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Deed of Trust, the Other Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent Deed of Trust or any Lender the Other Mortgage; (ii) take appropriate action to enforce this Note, the Deed of Trust, the Other Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Deed of Trust, the Other Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements (“Nonrecourse Indemnitors”) by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder’s prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Colorado, Boulder County, Colorado or other governmental authority with jurisdiction over the Property relating to this Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses, including, without limitation, attorney’s fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by Holder, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment, of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the LendersAutomatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note and performance of all other obligations of Maker under this Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderDeed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys’ fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Subject to and not in limitation of Section 12.9 12.16 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstandingnotwithstanding (except for such Section 12.16 of the Participation Agreement), no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental ------------ Amounts") except to the extent that payments of Supplemental Rent designated ------- by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree Bank agrees that, in the event any of them it pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders Bank shall not have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders Bank further agree agrees that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender Bank to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent Lessor or the Lenders, Bank or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person officer, director or shareholder (other than a Credit Party) of any party to any Operative Agreement shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any officer, director or shareholder (other Exculpated Personthan a Credit Party) of any party to any Operative Agreement, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the LesseeCredit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of -------------------- Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Section, and subject to Section 3.12 hereof, Mortgagee's recourse under this Mortgage, the Note and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income a rising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Mortgagor arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Mortgagee as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants contained in this Agreement, foregoing are collectively referred to as the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions preceding sentence: (A) Mortgagee may, in accordance with the terms of this Section 9.18Mortgage, nothing in this Agreement the Note or any other Operative Agreement shall Related Agreement: (a1) constitute a waiverforeclose the lien of this Mortgage; (2) take appropriate action to enforce this Mortgage, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, the Note and the Related Agreements to realize upon and/or protect the Loan Collateral; (b3) limit the right of the Agent or any Lender to name the Borrower Mortgagor as a party defendant in any action brought under this Mortgage, the Note or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (4) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Mortgagor; and (5) pursue all of its rights and remedies against Mortgagor and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (B) Mortgagee may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Mortgagor, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (1) the failure of Mortgagor to pay to Mortgagee, upon demand, all rents, issues and profits of the Property to which Mortgagee is entitled pursuant to this Mortgage, the Note or the Related Agreements following an Event of Default; (2) any waste of the Property or any willful act or omission by Mortgagor which damages or materially reduces the value of the Property; (3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Mortgage, the Note or the Related Agreement prior to any other expenditure or distribution by Mortgagor; (4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Mortgage, the Note or any Related Agreements; (5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Mortgage, the Note or any Related Agreements; (7) the failure to maintain casualty and liability insurance as required under the Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Mortgage, the Note or any Related Agreements; (8) any modification, termination or cancellation of any lease of all or any portion of the Property without Mortgagee's prior written consent, if and to the extent such consent is required under the Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (9) a default by Mortgagor under any lease of all or any portion of the Property; or (10) costs and expenses, including, without limitation, attorneys' and paralegals' fees and transfer taxes, incurred by Mortgagee in connection with the enforcement of this Mortgage, the Note or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (B) or (C) as an exception to the nonrecourse provisions, or (c) affect if the Mortgagor or any principal of Mortgagor objects to any actions taken by Mortgagee to exercise its remedies under this Mortgage, the Note or the Related Agreements; Mortgagor or principal of Mortgagor commences any lawsuit to enjoin or delay a foreclosure of the Property by Mortgagee, or raises defenses or counterclaims to a foreclosure action; Mortgagor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Mortgagor or any principal of Mortgagor opposes any motion by Mortgagee for relief from the LendersAutomatic Stay; and (C) Mortgagor, any general partners of Mortgagor and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by the Note and performance of all other obligations of Mortgagor under this Mortgage, the Note and Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Mortgagor, any general partners of Mortgagor, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Mortgage, the Loans made hereunderNote, the Related Agreements or any request for any action or consent by Mortgagee; (ii) a Transfer of any interest in Mortgagor or all or any portion of the Property or any interest therein in violation of the terms of this Mortgage, the Note or the Related Agreements; or (iii) the incurrence by Mortgagor of any indebtedness in violation of the terms of this Mortgage, the Note or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Mortgagor, any general partners of Mortgagor and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Mortgagee in connection with the collection of any amounts for which Mortgagor, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Section 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation No direct or indirect owner of Section 12.9 any Borrower, nor any officer, director, manager, advisor, trustee, employee, agent or representative of the Participation Agreementany Borrower, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing Indebtedness due hereunder (excluding principal and or under the other Loan Documents or for the performance of any obligations of any Borrower hereunder or under the other Loan Documents, nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest (thereon will be enforced against any Borrower personally or against any property of any Borrower other than Overdue Interest) the Security and any other security furnished under the Loan Documents in respect any action to foreclose the Portfolio Mortgages or to otherwise realize upon any security furnished under the Loan Documents or to collect any amount payable hereunder or under the other Loan Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Documents permit, including, without limitation, the right to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, so long as the exercise of any remedy does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the LoansLoan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Documents: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such non-excluded amountsmisappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, "Supplemental Amounts"To the extent of such misappropriation; (iii) except Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of the Real Property, To the extent of any remedies available at law or in equity; (v) Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of the Indebtedness then due and payable, operating and maintenance expenses (including real estate taxes) then due and payable, To the extent of any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date Lender takes title to the Real insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and any Borrower fails to make such payments or deposits when due, Property; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall a casualty or liability occurs or arises and insurance proceeds would have been paid by available had such insurance been maintained, In the Lessee pursuant to amount of the Lease (it being understood that loss incurred as the failure by the Lessee for any reason to pay any Supplemental Rent in respect result of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement uninsured casualty or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, uninsured liability. (b) limit There shall be no limitation on or prejudice to the right rights of the Agent or any Lender to name proceed against any person or entity, including, without limitation, any Borrower, or on the Borrower as a party defendant in exercise of any action or suit for judicial foreclosure and sale of Lender’s rights under any Security Document, or indemnity from Borrower to Lender; (c) affect in There shall be no limitation on or prejudice to the rights of Lender to proceed against any way entity or person whatsoever, including, without limitation, any Borrower, with respect to the validity or enforceability enforcement of any guaranty (whether guarantees of payment and/or performance) given to the LessorIndebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, the Agent or the Lendersany master leases, or any similar rights of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpayment.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Person Persons”), shall be personally liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Property and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18Section, nothing in this Agreement Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by this Agreement the Security Agreement, the Mortgage (i) misappropriation or misapplication by the Lessor (i.e., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to the Lessor by any Person other Credit Document, (b) limit than the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security DocumentAgent, or (cii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent; or (d) affect or in any way limit the validity or enforceability of Agent’s rights and remedies under any guaranty (whether of payment and/or performance) given Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor, ’s interest in the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProperties.

Nonrecourse. In addition Except as otherwise set forth in this paragraph 17, ▇▇▇▇▇▇’s recourse under this Note, the Mortgage and the Related Agreements shall be limited to and not in limitation satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of Section 12.9 Maker arising out of the Participation AgreementProperty which are given as collateral for this Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6“Loan Collateral”). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Mortgage or any other Credit DocumentRelated Agreement: (i) foreclose the lien of the Mortgage, (bii) limit take appropriate action to enforce this Note, the right of Mortgage and the Agent or any Lender Related Agreements to realize upon and/or protect the Loan Collateral, (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral, (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant, whether or not such guarantor or surety or master tenant is a partner, member or other owner of Maker, and/or (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or injunctive relief, against Maker, any general partner of Maker, and the indemnitor/guarantor under that certain Nonrecourse Exception Indemnity Agreement of even date herewith (“Nonrecourse Indemnitor”) by reason of or in connection with, and to the extent caused by: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Lender is entitled pursuant to this Note, the Mortgage or the Related Agreements during the continuance of an Event of Default; (ii) any physical waste of the Property caused by the willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the failure to apply all rents, issues and profits from the Property to the payment of operating expenses, real estate taxes, insurance, capital repair items, and the payment of sums due and owing under this Note, the Mortgage or the Related Agreements prior to any other expenditure or distribution by Maker and Maker shall have failed to remedy such breach within thirty (30) days after Holder notifies Maker of same in writing; (iv) the failure to account for judicial foreclosure and sale to turn over security deposits (and interest required by law or agreement to be paid thereon), prepaid rents, or lease termination payments during the continuance of an Event of Default; (v) the failure to timely pay real estate taxes or any regular or special assessments affecting the Property (unless sufficient sums are in escrow with Holder to make payment); (vi) the failure to account for and to turn over real estate tax accruals during the continuance of an Event of Default under this Note, the Mortgage or the Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements (unless the failure to maintain is due to the Holder’s failure to apply amounts available in escrow to make payment) or to apply insurance proceeds or condemnation awards relating to the Property or other collateral, to the extent actually received by Maker, in the manner required under applicable provisions of the Mortgage or the Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder’s prior written consent, if and to the extent such consent is required under the Mortgage or any of the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Maker under any Security Document, lease of all or any portion of the Property; or (cx) affect in any way the validity or enforceability failure of any guaranty (whether of payment and/or performance) given Maker to the Lessorpay costs and expenses, the Agent or the Lendersincluding, or of any indemnity agreement given without limitation, attorney’s fees and transfer taxes, incurred by the Borrower, Holder in connection with the Loans enforcement of this Note, the Mortgage or the Related Agreements, or a deed in lieu of foreclosure; and (c) Maker and the Nonrecourse Indemnitor shall be personally liable for payment of the indebtedness evidenced by this Note and the costs of performing all other obligations of Maker under this Note, the Mortgage and the Related Agreements provided, however, Holder will not enforce such obligations against any assets other than the Loan Collateral unless and until one of the following occurs: (i) fraud or willful misrepresentation of a material fact made hereunderby Maker, the managing member or manager of Maker, or the Nonrecourse Indemnitor in connection with this Note, the Mortgage or the Related Agreements or in connection with any request for any action or consent on the part of Holder under this Note, the Mortgage or any Related Agreement; (ii) a Transfer of any interest in the Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Mortgage or the Related Agreements; (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Mortgage or any Related Agreement (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property; (iv) any attempt by Maker to unjustly delay or enjoin the enforcement of any remedies provided to Holder under this Note, the Mortgage or any Related Agreement, raise defenses or counterclaims in connection with any such enforcement action, or otherwise object (in bad faith) to any actions taken by Holder to exercise any remedies under this Note, the Mortgage or any Related Agreement; (v) any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law or any similar federal or state law, shall be filed by, consented to, or acquiesced in by Maker, any general partner of Maker, or the Nonrecourse Indemnitor; or (vi) any action is taken by Maker, any general partner of Maker, or the Nonrecourse Indemnitor to oppose any motion by Holder for relief from the automatic stay in connection with any bankruptcy, reorganization or arrangement filed by, consented to, or acquiesced by Maker. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitor shall be responsible for any costs and expenses actually incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitor is personally liable under this paragraph, including attorneys’ fees and expenses, court costs, filing fees, and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Except as otherwise set forth in this Section, and subject to Section 3.12 hereof, Mortgagee's recourse under this Mortgage, the Note and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Mortgagor arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Mortgagee as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation repayment of 36 the payment Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions preceding sentence: (A) Mortgagee may, in accordance with the terms of this Section 9.18Mortgage, nothing in this Agreement the Note or any other Operative Agreement shall Related Agreement: (a1) constitute a waiverforeclose the lien of this Mortgage; (2) take appropriate action to enforce this Mortgage, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, the Note and the Related Agreements to realize upon and/or protect the Loan Collateral; (b3) limit the right of the Agent or any Lender to name the Borrower Mortgagor as a party defendant in any action brought under this Mortgage, the Note or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (4) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Mortgagor; and (5) pursue all of its rights and remedies against Mortgagor and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (B) Mortgagee may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Mortgagor, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (1) the failure of Mortgagor to pay to Mortgagee, upon demand, all rents, issues and profits of the Property to which Mortgagee is entitled pursuant to this Mortgage, the Note or the Related Agreements following an Event of Default; (2) any waste of the Property or any willful act or omission by Mortgagor which damages or materially reduces the value of the Property; (3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Mortgage, the Note or the Related Agreement prior to any other expenditure or distribution by Mortgagor; (4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Mortgage, the Note or any Related Agreements; (5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Mortgage, the Note or any Related Agreements; (7) the failure to maintain casualty and liability insurance as required under the Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Mortgage, the Note or any Related Agreements; (8) any modification, termination or cancellation of any lease of all or any portion of the Property without Mortgagee's prior written consent, if and to the extent such consent is required under the Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (9) a default by Mortgagor under any lease of all or any portion of the Property; or (10) costs and expenses, including, without limitation, attorneys' and paralegals' fees and transfer taxes, incurred by Mortgagee in connection with the enforcement of this Mortgage, the Note or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (B) or (C) as an exception to the nonrecourse provisions, or (c) affect if the Mortgagor or any principal of Mortgagor objects to any actions taken by Mortgagee to exercise its remedies under this Mortgage, the Note or the Related Agreements; Mortgagor or principal of Mortgagor commences any lawsuit to enjoin or delay a foreclosure of the Property by Mortgagee, or raises defenses or counterclaims to a foreclosure action; Mortgagor applies for the appointment of a 37 receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Mortgagor or any principal of Mortgagor opposes any motion by Mortgagee for relief from the LendersAutomatic Stay; and (C) Mortgagor, any general partners of Mortgagor and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by the Note and performance of all other obligations of Mortgagor under this Mortgage, the Note and Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Mortgagor, any general partners of Mortgagor, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Mortgage, the Loans made hereunderNote, the Related Agreements or any request for any action or consent by Mortgagee; (ii) a Transfer of any interest in Mortgagor or all or any portion of the Property or any interest therein in violation of the terms of this Mortgage, the Note or the Related Agreements; or (iii) the incurrence by Mortgagor of any indebtedness in violation of the terms of this Mortgage, the Note or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Mortgagor, any general partners of Mortgagor and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Mortgagee in connection with the collection of any amounts for which Mortgagor, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Section 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any Holder nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, in its individual capacity, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18Section, nothing in this Agreement Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by this Agreement the Security Agreement, the Mortgage Instruments or any other Credit DocumentOperative Agreement, but the same shall continue until paid or discharged; (b) limit relieve the right Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the Agent damages arising by reason of): (i) active waste knowingly committed by the Lessor or any Lender Exculpated Person with respect to name the Borrower as a party defendant in Properties or (ii) any action fraud, gross negligence, willful misconduct or suit for judicial foreclosure and sale under willful breach on the part of the Lessor or any Security Document, or such Exculpated Person; (c) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (i) misappropriation or misapplication by the Lessor (i.e., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to the Lessor by any Person other than the Agent, (ii) any deposits or any escrows or amounts owed by the Lessee under the Agency Agreement held by the Lessor or (iii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent; or (d) affect or in any way limit the validity or enforceability of Agent's rights and remedies under any guaranty (whether of payment and/or performance) given Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor, 's interest in the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProperties.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no none of the Borrower or any Investor or any of their respective officers, directors or shareholders or any of the their respective successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Collateral and the LesseeGuarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.189.17, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Guarantee or any other guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director, affiliate or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Person Persons”), shall be personally liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Properties and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Properties and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18Section, nothing in this Agreement Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by this Agreement the Security Agreement, the Mortgage Instruments or any other Credit DocumentOperative Agreement, but the same shall continue until paid or discharged; (b) limit relieve the right Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the Agent damages arising by reason of): (i) active waste knowingly committed by the Lessor or any Lender Exculpated Person with respect to name the Borrower as Properties or (ii) any fraud, gross negligence, willful misconduct or willful breach on the part of the Lessor or any such Exculpated Person; (c) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (i) misappropriation or misapplication by the Lessor (i.e., application in a party defendant in manner contrary to any action Operative Agreement) of any insurance proceeds or suit for judicial foreclosure and sale under condemnation award paid or delivered to the Lessor by any Security DocumentPerson other than the Agent, or (cii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent (other than Excepted Payments); or (d) affect or in any way limit the validity or enforceability of Administrative Agent’s rights and remedies under any guaranty (whether of payment and/or performance) given Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor, ’s interest in the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProperties.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything (a) Anything to the contrary contained in this Agreement or in any other Operative Agreement Document notwithstanding, no officer, director or shareholder of the Owner (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement Document including without limitation the payment of the principal of, or interest on, the Priority Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Priority Notes or any of the other Operative AgreementsDocuments. The Administrative Agent, the Priority Agent and the Priority Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Priority Notes or any other Operative AgreementDocument, neither none of the Priority Agent, the Administrative Agent nor the Priority Lenders shall have any recourse against the BorrowerOwner, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the LesseeCollateral; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Project in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Priority Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6)Document. Notwithstanding the foregoing provisions of this Section 9.1810.10(a), nothing in this Agreement or any other Operative Agreement Document shall (ai) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Operative Document, (bii) limit the right of the Administrative Agent, the Priority Agent or any Priority Lender hereunder to name the Borrower Company or the Owner as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (ciii) affect in any way the validity or enforceability of the Structural Guaranty or any other guaranty (whether of payment and/or performance) given to the LessorAdministrative Agent, the Priority Agent, the Security Agent or the Priority Lenders, or of any indemnity agreement given by the BorrowerCompany, in connection with the Priority Loans made hereunder. (b) Each party hereto acknowledges and agrees that the Trust Company is (except as otherwise expressly provided herein or therein) entering into this Agreement and the other Operative Documents to which it is a party (other than the Trust Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity, and that Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Documents. Except as specifically provided in the Trust Agreement and except to the extent that the Trust Company shall have acted in its individual capacity, all Persons having any claim against the Owner or the Trust Company acting in its capacity as Trustee by reason of the transactions contemplated hereby shall look only to the Trust Estate for payment or satisfaction thereof.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note or the ▇▇▇▇ Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability repayment of this Note or obligation hereunder or under any other Operative Agreement including without limitation the payment ▇▇▇▇ Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the ▇▇▇▇ Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the ▇▇▇▇ Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the ▇▇▇▇ Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under 7 that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the ▇▇▇▇ Note, the Mortgage or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the Lenders▇▇▇▇ Note and performance of all other obligations of Maker under this Note, the ▇▇▇▇ Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunder▇▇▇▇ Note, the Mortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the ▇▇▇▇ Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the ▇▇▇▇ Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Subject to the contrary qualifications below, Lender will not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this the Related Documents to which it is a party (except any Hazardous Materials Certificate and Indemnity Agreement by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest and rights under the Related Documents, or in the Property, the Property gross revenues (including rents, security deposits, advance deposits, any other deposits, rents collected in advance, funds held by Borrower for the benefit of another party and lease termination payments received by commercial tenants) (collectively, the “Gross Revenues”) or any other collateral given to Lender pursuant to the Related Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Property Gross Revenues and in any other Operative Agreement notwithstandingcollateral given to Lender, no Exculpated Person and Lender shall be personally liable not ▇▇▇ for, seek or demand any deficiency judgment against Borrower in any respect for any liability such action or obligation hereunder proceeding under or by reason of or under or in connection with any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of Related Document (except any of the covenants contained in this Hazardous Materials Certificate and Indemnity Agreement, the Notes or any of the other Operative Agreements). The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18paragraph shall not, nothing in this Agreement or any other Operative Agreement shall however, (ai) constitute a waiver, release or discharge impairment of any obligation evidenced or secured by this Agreement or any other Credit Related Document, ; (bii) limit impair the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or the Deed of Trust; (ciii) affect in any way the validity or enforceability of any of the Related Documents or any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, made in connection with the Loans made hereunder.Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Deed of Trust; (vi) constitute a prohibition against Lender to commence any other appropriate action or proceeding in order for Lender to fully realize the security granted by the Related Documents or to exercise its remedies against the Collateral; or (vii) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including reasonable attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following (all such liability and obligation of Borrower for any or all of the following being referred to herein as “Borrower’s Recourse Liabilities”):

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person ---------- Persons"), shall be personally liable in any respect for any liability or ------- obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the COSI Trust Estate and as permitted under the LesseeOperative Agreements; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the COSI Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Administrative Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except -------------------- to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 66(a)(ii)). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Administrative Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Administrative Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the AIC Phase II Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation Agreement, anything Property which are given as collateral for this Note and the AIC Phase II Note and my other collateral given in writing to the contrary contained in Holder as security for repayment of this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the AIC Phase II Note, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, the AIC Phase II Note, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the AIC Phase II Note, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the AIC Phase II Note, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the AIC Phase II Note, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the AIC Phase II Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the AIC Phase II Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the AIC Phase II Note, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; (x) all transfer, recordation or other taxes imposed at any time by the State of Tennessee, Madison County, Tennessee or other governmental authority with jurisdiction over the Property relating to this Note, the AIC Phase II Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the AIC Phase II Note, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the Automatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or the LendersAIC Phase II Note and performance of all other obligations of Maker under this Note, the AIC Phase II Note, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderAIC Phase II Note, the Deed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the AIC Phase II Note, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the AIC Phase II Note, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereon and not in limitation for performance of Section 12.9 of the Participation Agreement, anything to the contrary all covenants contained in this Agreement the Note or in any of the other Operative Agreement notwithstandingLoan Documents, to the extent, but only to the extent, of ▇▇▇▇▇▇’s security for the same, including, without limitation, all properties, rights, estates and interests covered by the Mortgage and the other Loan Documents. No attachment, execution or other writ or process shall be sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interests described in the Mortgage and the other Loan Documents. In the event of foreclosure of such liens, mortgages or security interests, by private power of sale or otherwise, no Exculpated Person judgment for any deficiency upon such indebtedness, sums and amounts shall be sought or obtained by ▇▇▇▇▇▇ against Borrower. Subject to the foregoing, nothing herein contained shall be construed to prevent ▇▇▇▇▇▇ from exercising and enforcing any other remedy relating to the Property allowed at law or in equity or by any statute or by the terms of any of the Loan Documents. Notwithstanding the foregoing, Borrower shall be personally liable in any respect for any liability to Lender for: (a) damages, losses, liabilities, costs or obligation hereunder or under any other Operative Agreement including expenses (including, without limitation the payment of the principal oflimitation, or interest on, the Notes, or for monetary damages for the breach of performance of attorneys’ fees) incurred by Lender due to any of the covenants contained in this Agreement, the Notes or any following: (i) security deposits of tenants of the Property (not previously applied to remedy tenant defaults or previously returned to tenants in accordance with the express provisions of their leases) which have not been paid over to Lender; (ii) any rents prepaid by any tenant of the Property more than one (1) month in advance; (iii) insurance proceeds or condemnation awards received by ▇▇▇▇▇▇▇▇ and not applied according to the terms of the Mortgage; (iv) accepting Lease termination payments without ▇▇▇▇▇▇’s prior written consent and direction as to use; (v) repairs to the Property resulting from a casualty not reimbursed by insurance, to the extent insurance coverage for such repairs was required by the Loan Documents; (vi) fraud, material misrepresentation or bad faith on the part of Borrower; (vii) any event or circumstance for which Borrower is obligated to indemnify Lender under the provisions of the Mortgage respecting Hazardous Substances, Contamination or Clean-Up; (viii) waste of the Property by Borrower; (ix) Borrower’s failure to pay real estate taxes or other Operative Agreementsassessments against the Property; (x) Borrower’s failure to comply with the Americans with Disabilities Act of 1990, as amended, or (xi) if the ground lessee (the “Ground Lessee”) under that certain Ground Lease disclosed by that certain Memorandum of Ground Lease recorded in Bannock County, Idaho on March 1, 1983 as Instrument Nos. The Agent 703253 and 703254 and amended by Amendment recorded in Bannock County, Idaho on December 10, 1996 as Instrument No. 96020658 blocks access over the portion of North Loop Road crossing over said Ground Lessee’s leased parcel between Hospital Way and the Lenders agree thatProperty; and (b) all rents, issues and profits from the Property collected by Borrower after an Event of Default has occurred and is continuing or after an event or circumstance has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute an Event of Default, unless such rents, issues and profits are applied to the normal operating expenses of the Property or to the Secured Debt. Lender shall not be limited in any way in enforcing the event any personal liability and obligations of them pursues any remedies available to them Borrower under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse Loan Documents against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall Lender be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect limited in any way in enforcing the validity or enforceability personal liability and obligations of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent guarantor or the Lenders, or of any indemnity agreement given by the Borrower, indemnitor in connection accordance with the Loans made hereunderterms of the instruments creating such liabilities and obligations.

Nonrecourse. In addition Except as otherwise set forth in this Section, and subject to Section 3.12 hereof, Beneficiary's recourse under this Deed of Trust, the Note and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Grantor arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Beneficiary as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants contained in this Agreement, foregoing are collectively referred to as the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions preceding sentence: (A) Beneficiary may, in accordance with the terms of this Section 9.18Deed of Trust, nothing in this Agreement the Note or any other Operative Agreement shall Related Agreement: (a1) constitute a waiverforeclose the lien of this Deed of Trust; (2) take appropriate action to enforce this Deed of Trust, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, the Note and the Related Agreements to realize upon and/or protect the Loan Collateral; (b3) limit the right of the Agent or any Lender to name the Borrower Grantor as a party defendant in any action brought under this Deed of Trust, the Note or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (4) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Grantor; and (5) pursue all of its rights and remedies against Grantor and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (B) Beneficiary may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Grantor, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (1) the failure of Grantor to pay to Beneficiary, upon demand, all rents, issues and profits of the Property to which Beneficiary is entitled pursuant to this Deed of Trust, the Note or the Related Agreements following an Event of Default; (2) any waste of the Property or any willful act or omission by Grantor which damages or materially reduces the value of the Property; (3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Deed of Trust, the Note or the Related Agreement prior to any other expenditure or distribution by Grantor; (4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Deed of Trust, the Note or any Related Agreements; (5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Deed of Trust, the Note or any Related Agreements; (7) the failure to maintain casualty and liability insurance as required under the Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Deed of Trust, the Note or any Related Agreements; (8) any modification, termination or cancellation of any lease of all or any portion of the Property without Beneficiary's prior written consent, if and to the extent such consent is required under the Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (9) a default by Grantor under any lease of all or any portion of the Property; or (10) costs and expenses, including, without limitation, attorneys' and paralegals' fees and transfer taxes, incurred by Beneficiary in connection with the enforcement of this Deed of Trust, the Note or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (B) or (C) as an exception to the nonrecourse provisions, or (c) affect if the Grantor or any principal of Grantor objects to any actions taken by Beneficiary to exercise its remedies under this Deed of Trust, the Note or the Related Agreements; Grantor or principal of Grantor commences any lawsuit to enjoin or delay a foreclosure of the Property by Beneficiary, or raises defenses or counterclaims to a foreclosure action; Grantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Grantor or any principal of Grantor opposes any motion by Beneficiary for relief from the LendersAutomatic Stay; and (C) Grantor, any general partners of Grantor and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by the Note and performance of all other obligations of Grantor under this Deed of Trust, the Note and Related Agreements upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Grantor, any general partners of Grantor, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Deed of Trust, the Loans made hereunder.Note, the Related Agreements or any request for any action or consent by Beneficiary; (ii) a Transfer of any interest in Grantor or all or any portion of the Property or any interest therein in violation of the terms of this Deed of Trust, the Note or the Related Agreements; or (iii) the incurrence by Grantor of any indebtedness in violation of the terms of this Deed of Trust, the Note or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Grantor, any general partners of Grantor and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Beneficiary in connection with the collection of any amounts for which Grantor, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Section 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith,

Nonrecourse. In addition to and not in limitation No direct or indirect owner of Section 12.9 Maker, nor any officer, director, manager, advisor, trustee, employee, agent or representative of the Participation AgreementMaker, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing Indebtedness due hereunder (excluding principal and or under the other Loan Documents or for the performance of any obligations of Maker hereunder or under the other Loan Documents, nor, except as expressly provided below in this Section 14, shall Maker be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Principal Indebtedness or interest (thereon will be enforced against the Maker personally or against any property of the Maker other than Overdue Interest) the Security and any other security furnished under the Loan Documents in respect any action to foreclose the Portfolio Mortgages or to otherwise realize upon any security furnished under the Loan Documents or to collect any amount payable hereunder or under the other Loan Documents. Nothing herein contained, however, shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including, without limitation, the right to bring actions or proceedings against Maker and to enter a judgment against Maker, so long as the exercise of any remedy does not extend to execution against or recovery out of any property other than the Security furnished to Holder under any of the LoansLoan Documents. Notwithstanding any of the foregoing: (a) Maker shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Documents: ACT OR OMISSION: LIABILITY: (i) Maker misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such non-excluded amountsmisappropriation; (ii) Maker misappropriates any security deposits or reserves attributable to the Real Property, "Supplemental Amounts"To the extent of such misappropriation; (iii) except Maker collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) Maker commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste To the extent of any remedies available at law or in equity; ACT OR OMISSION: LIABILITY: of the Real Property, (v) Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of the indebtedness then due and payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and Maker fails to make such payments or deposits when due, To the extent of any funds diverted by Maker (or anyone acting on Maker’s behalf) from such payments or expenses during the period six (6) months prior to Holder’s notice of acceleration through the date Holder takes title to the Real Property; and (vi) Maker or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall a casualty or liability occurs or arises and insurance proceeds would have been paid by available had such insurance been maintained, In the Lessee pursuant to amount of the Lease (it being understood that loss incurred as the failure by the Lessee for any reason to pay any Supplemental Rent in respect result of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement uninsured casualty or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, uninsured liability. (b) limit There shall be no limitation on or prejudice to the right rights of Holder to proceed against any person or entity, including, without limitation, Maker, or on the Agent or exercise of any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale of Holder’s rights under any Security Document, or indemnity from Maker to Holder; (c) affect in There shall be no limitation on or prejudice to the rights of Holder to proceed against any way entity or person whatsoever, including, without limitation, Maker, with respect to the validity or enforceability enforcement of any guaranty (whether guarantees of payment and/or performance) given to the LessorPrincipal Indebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, the Agent or the Lendersany master leases, or any similar rights of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpayment.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, (a) Notwithstanding anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any parties hereto agree that BNY Western Trust Company is entering into this Agreement solely in its capacity as Trustee and not individually and that BNY Western Trust Company is not personally responsible for the representations, warranties and obligations of the other Operative AgreementsTrustee hereunder, all such liability being, hereby waived (except for any such liability that arises by reason of the gross negligence or willful misconduct of BNY Western Trust Company). The Agent and the Lenders parties hereto further agree that, in : (i) the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower Trustee shall not be responsible liable for the payment of any amounts sums now or hereafter owing to any other party thereto under the terms of this Agreement, (ii) such parties’ remedies for the breach by the Trustee of any of its obligations hereunder shall be limited to specific performance thereof (and the Trustee hereby agrees that it will not contest such parties’ exercise of the remedy of specific performance by making the argument that some other remedy disallowed hereunder (excluding principal e.g. seeking monetary damages) is a more appropriate or adequate remedy), and interest (other than Overdue Interestiii) the parties hereto shall have no right to proceed against the Trustee for the satisfaction of any monetary obligation or the enforcement of any monetary claim against the Trustee under this Agreement. (b) In the event the Trustee assumes the operation or management of the Facility or any part thereof: (i) any amounts payable to the Team by the Manager under the Team Agreement shall be promptly placed by the Trustee (as such amounts are collected by or on behalf of the Trustee) in respect an escrow account with Bank of America (or a comparable financial institution selected by the Team) to be held in trust and distributed in accordance with the terms of the LoansTeam Agreement, and (ii) the Team and Trustee shall enter into written escrow instructions to implement the provisions of this sentence. (such non-excluded amounts, "Supplemental Amounts"c) except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the The foregoing provisions of this Section 9.18Paragraph 20 shall not be deemed or construed to limit or otherwise alter the liability of, nothing in this Agreement or the rights and remedies of the parties hereto against, any person(s) and/or entity(ies) appointed by the Trustee and/or any other Controlling Party to operate and manage the Facility or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpart thereof.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, ; or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation No direct or indirect owner of Section 12.9 any Borrower, nor any officer, director, manager, advisor, trustee, employee, agent or representative of the Participation Agreementany Borrower, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing Indebtedness due hereunder (excluding principal and or under the other Loan Documents or for the performance of any obligations of any Borrower hereunder or under the other Loan Documents, nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest (thereon will be enforced against any Borrower personally or against any property of any Borrower other than Overdue Interest) the Security and any other security furnished under the Loan Documents in respect any action to foreclose the Portfolio Mortgages or to otherwise realize upon any security furnished under the Loan Documents or to collect any amount payable hereunder or under the other Loan Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Documents permit, including, without limitation, the right to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, so long as the exercise of any remedy does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the LoansLoan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Documents: ACT OR OMISSION: LIABILITY: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such non-excluded amountsmisappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, "Supplemental Amounts"To the extent of such misappropriation; (iii) except Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of the Real Property, To the extent of any remedies available at law or in equity; ACT OR OMISSION: LIABILITY: (v) Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of the Indebtedness then due and payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and any Borrower fails to make such payments or deposits when due, To the extent of any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date Lender takes title to the Real Property; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall a casualty or liability occurs or arises and insurance proceeds would have been paid by available had such insurance been maintained, In the Lessee pursuant to amount of the Lease (it being understood that loss incurred as the failure by the Lessee for any reason to pay any Supplemental Rent in respect result of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement uninsured casualty or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, uninsured liability. (b) limit There shall be no limitation on or prejudice to the right rights of the Agent or any Lender to name proceed against any person or entity, including, without limitation, any Borrower, or on the Borrower as a party defendant in exercise of any action or suit for judicial foreclosure and sale of Lender’s rights under any Security Document, or indemnity from Borrower to Lender; (c) affect in There shall be no limitation on or prejudice to the rights of Lender to proceed against any way entity or person whatsoever, including, without limitation, any Borrower, with respect to the validity or enforceability enforcement of any guaranty (whether guarantees of payment and/or performance) given to the LessorIndebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, the Agent or the Lendersany master leases, or any similar rights of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpayment.

Nonrecourse. In addition to Except as specifically provided hereinafter in this Section 15 and not in limitation of Section 12.9 40 of the Participation AgreementDeed of Trust, anything to neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the contrary contained in this Agreement general or in limited partners of Maker nor any other Operative Agreement notwithstandingof their respective officers, no directors, shareholders, agents, employees or representatives (collectively the "Exculpated Person Parties") shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing sums due hereunder (excluding principal and or the performance of any obligations of Maker hereunder or under the other Loan Documents. No judgment for the repayment of the Principal Indebtedness or interest (thereon or any other amount payable pursuant to any of the Loan Documents, will be enforced against any of the Exculpated Parties personally or any property of any of the Exculpated Parties other than Overdue Interestthe Security and any other security now or hereafter expressly granted under the Loan Documents in any action to foreclose the Deed of Trust or to otherwise realize upon any security now or (a) in respect Nothing herein contained shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including the right to bring actions or proceedings against Maker, Cornerstone, and other Exculpated Parties and to enter a judgment against Maker, Cornerstone, and any other Exculpated Parties, so long as the exercise of any remedy does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the Loanssecurity now or hereafter expressly granted under the Loan Documents; (b) Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments the other Exculpated Parties would be liable outside of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18section) shall be fully and personally liable for, nothing (i) misapplying any condemnation awards or insurance awards attributable to the Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Security, to the full extent of such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge advance in violation of any obligation evidenced or secured by this Agreement or any other Credit Documentcovenant contained in the Loan Documents, to the full extent of such rents so collected in advance, (biv) limit the right of the Agent committing fraud or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, intentional misrepresentation in connection with the Loans made hereunderoperation of the Security or the making of the loan evidenced hereby, to the full extent of any loss, damage, expense or costs (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or waste, (v) failing to pay in order of priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the Real Property, other sums required by the Loan Documents, deposits into a required reserve account, capital expenditures, management fees, leasing fees and expenses, marketing and advertising costs and debt service or other amounts due on the Indebtedness, but only to the extent of any gross revenues from the Security that were available to pay such (c) This section shall impose no limitation on Maker's, Cornerstone's, or any other Exculpated Party's personal liability under and the exercise of any of Holder's rights under any indemnity from Maker, Cornerstone, or any other Exculpated Party to Holder including but not limited to, the Environmental Indemnification Agreement of even date herewith from Maker and Cornerstone to Payee with regard to the Security except as may be expressly set forth therein; (d) This section shall impose no limitation on or prejudice to the rights of Holder to proceed against any entity or person whatsoever, including Maker, Cornerstone, and the other Exculpated Parties, with respect to the enforcement of any guarantees of the Principal Indebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, any master leases, or any similar rights of payment that may be entered into after the date hereof, except as may be expressly set forth in any such guarantee.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a 29 default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to Except as specifically provided hereinafter in this Section 15 and not in limitation of Section 12.9 40 of the Participation AgreementDeed of Trust, anything to neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the contrary contained in this Agreement general or in limited partners of Maker nor any other Operative Agreement notwithstandingof their respective officers, no directors, shareholders, agents, employees or representatives (collectively the "Exculpated Person Parties") shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing sums due hereunder (excluding principal and or the performance of any obligations of Maker hereunder or under the other Loan Documents. No judgment for the repayment of the Principal Indebtedness or interest (thereon or any other amount payable pursuant to any of the Loan Documents, will be enforced against any of the Exculpated Parties personally or any property of any of the Exculpated Parties other than Overdue Interestthe Security and any other security -10- 106 now or hereafter expressly granted under the Loan Documents in any action to foreclose the Deed of Trust or to otherwise realize upon any security now or hereafter expressly granted under the Loan Documents or to collect any amount payable hereunder. Notwithstanding the foregoing: (a) in respect Nothing herein contained shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including the right to bring actions or proceedings against Maker, Cornerstone, and other Exculpated Parties and to enter a judgment against Maker, Cornerstone, and any other Exculpated Parties, so long as the exercise of any remedy does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the Loanssecurity now or hereafter expressly granted under the Loan Documents; (b) Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments the other Exculpated Parties would be liable outside of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18section) shall be fully and personally liable for, nothing (i) misapplying any condemnation awards or insurance awards attributable to the Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Security, to the full extent of such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge advance in violation of any obligation evidenced or secured by this Agreement or any other Credit Documentcovenant contained in the Loan Documents, to the full extent of such rents so collected in advance, (biv) limit the right of the Agent committing fraud or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, intentional misrepresentation in connection with the Loans made hereunder.operation of the Security or the making of the loan evidenced hereby, to the full extent of any loss, damage, expense or costs (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or waste, (v) failing to pay in order of priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the Real Property, other sums required by the Loan Documents, deposits into a required reserve account, capital expenditures, management fees, leasing fees and expenses, marketing and advertising costs and debt

Nonrecourse. In addition to Notwithstanding any provision in this Note, the Mortgage, or Related Agreements, except as otherwise set forth in this paragraph, the liability of Maker and not in limitation the general partners of Section 12.9 Maker, if any, under this Note, the Mortgage and the Related Agreements shall be limited to, and satisfied from the Subject Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of Maker arising out of the Participation AgreementSubject Property which are given as collateral for this Note, anything and any other collateral given in writing to Holder as security for repayment of this Note (all of the contrary foregoing are collectively referred to as the "Loan Collateral"); provided, however, that nothing contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person paragraph shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation (i) preclude Holder from foreclosing the payment lien of the principal of, Mortgage or interest on, the Notes, or for monetary damages for the breach of performance of from enforcing any of the covenants contained its rights or remedies in law or inequity against Maker except as stated in this Agreementparagraph, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (aii) constitute a waiver, release or discharge waiver of any obligation evidenced by this Note or secured by this Agreement the Mortgage or any other Credit DocumentRelated Agreements, (biii) limit the right of the Agent or any Lender Holder to name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit for judicial foreclosure any Related Agreements, so long as execution on any judgment is limited to the Loan Collateral, (iv) prohibit Holder from pursuing all of its rights and sale under remedies against any Security Documentguarantor or surety, whether or not such guarantor or surety is a partner of Maker, (v) limit the personal liability of Maker, or (c) affect in any way the validity shareholder of Maker, or enforceability any general partner of any guaranty (whether Maker to Holder for misappropriation or misappropriation of payment and/or performance) given funds, fraud, waste, willful misrepresentation or willful damage to the Lessor, Subject Property or (vi) preclude Holder from recovering from Maker and the Agent or the Lenders, or indemnitors under that certain Environmental Indemnity Agreement of any indemnity agreement given by the Borrower, in connection with the Loans made hereundereven date herewith.

Nonrecourse. In addition Except as otherwise set forth in this section 3.12, Mortgagee’s recourse under this Mortgage, the Note and the Related Agreements shall be limited to and not in limitation satisfied from the Property and the proceeds thereof, the Rents and Profits arising therefrom, the other assets of Section 12.9 Mortgagor arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Mortgagee as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants contained in this Agreement, foregoing are collectively referred to as the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6“Loan Collateral”). Notwithstanding the foregoing provisions preceding sentence: (A) Mortgagee may, in accordance with the terms of the Note, this Mortgage or any Related Agreement: (i) foreclose the lien of this Section 9.18Mortgage; (ii) take appropriate action to enforce the Note, nothing in this Agreement or any other Operative Agreement shall Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (aiii) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower Mortgagor as a party defendant in any action brought under the Note, this Mortgage or suit any Related Agreement so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant, whether or not such guarantor, including any guarantor of the Loan, or any surety or master tenant is a partner, member or other owner of Mortgagor; and (v) pursue all of its rights and remedies against Mortgagor and the other indemnitor under that certain Environmental Indemnity Agreement (“Environmental Indemnitors”) of even date herewith; (B) Mortgagee may seek damages or other monetary relief to the extent of actual monetary loss, or injunctive relief against ▇▇▇▇▇▇▇▇▇, any general partner of Mortgagor and the indemnitor/guarantor under that certain Nonrecourse Exception Indemnity and Guaranty Agreement of even date herewith (“Nonrecourse Exception Guarantor”) by reason of or in connection with, and to the extent caused by: (i) the failure of Mortgagor to pay to Mortgagee, upon demand, all rents, issues and profits of the Property to which Mortgagee is entitled pursuant to the Note, this Mortgage or the Related Agreements during the continuance of an Event of Default; (ii) any physical waste of the Property caused by the willful act or omission by Mortgagor which damages or materially reduces the value of the Property; (iii) the failure to apply all rents, issues and profits from the Property to the payment of operating expenses, real estate taxes, insurance, capital repair items, and the payment of sums due and owing under the Note, this Mortgage or the Related Agreements prior to any other expenditure or distribution by Mortgagor and Mortgagor shall have failed to remedy such breach within thirty (30) days after Mortgagee notifies Mortgagor of same in writing; (iv) the failure to account for judicial foreclosure and sale to turn over security deposits (and interest required by law or agreement to be paid thereon), prepaid rents, or lease termination payments during the continuance of an Event of Default; (v) the failure to timely pay real estate taxes or any regular or special assessments affecting the Property (unless sufficient sums are in escrow with Mortgagee to make payment); (vi) the failure to account for and to turn over real estate tax accruals during the continuance of an Event of Default under the Note, this Mortgage or the Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under this Mortgage or the Related Agreements (unless the failure to maintain is due to the Mortgagee’s failure to apply amounts available in escrow to make payment) or to apply insurance proceeds or condemnation awards relating to the Property or other collateral to the extent actually received by Mortgagor in the manner required under applicable provisions of this Mortgage or the Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Mortgagee’s prior written consent, if and to the extent such consent is required under this Mortgage or any of the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Mortgagor under any Security Document, lease of all or any portion of the Property; or (cx) affect in any way the validity or enforceability failure of any guaranty (whether of payment and/or performance) given Mortgagor to the Lessorpay costs and expenses, the Agent or the Lendersincluding, or of any indemnity agreement given without limitation, attorney’s fees and transfer taxes, incurred by the Borrower, Mortgagee in connection with the Loans enforcement of the Note, this Mortgage or the Related Agreements, or a deed in lieu of foreclosure; (C) ▇▇▇▇▇▇▇▇▇, any general partner of ▇▇▇▇▇▇▇▇▇ and the Nonrecourse Exception Guarantor shall be personally liable for payment of the entire indebtedness evidenced by the Note and the costs of performing all other obligations of Mortgagor under the Note, this Mortgage and the Related Agreements (all of the foregoing collectively referred to as the “Full Recourse Obligations”) provided, however, Mortgagee will not enforce such payment of the Full Recourse Obligations against any assets other than the Loan Collateral unless and until one of the following occurs: (i) fraud or willful misrepresentation of a material fact made hereunderby ▇▇▇▇▇▇▇▇▇, the managing member or manager of Mortgagor, or the Nonrecourse Indemnitor in connection with the Note, this Mortgage or the Related Agreements or in connection with any request for any action or consent on the part of Mortgagee under the Note, this Mortgage or any Related Agreement; (ii) a Transfer of any interest in the Mortgagor or all or any portion of the Property or any interest therein in violation of the terms of the Note, this Mortgage or the Related Agreements; (iii) the incurrence by Mortgagor of any indebtedness in violation of the terms of the Note, this Mortgage or any Related Agreement (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property; (iv) any attempt by ▇▇▇▇▇▇▇▇▇ to unjustly delay or enjoin the enforcement of any remedies provided to Holder under the Note, this Mortgage or any Related Agreement, raise defenses or counterclaims in connection with any such enforcement action, or otherwise object (in bad faith) to any actions taken by Mortgagee to exercise any remedies under the Note, this Mortgage or any Related Agreement; (v) any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law or any similar federal or state law, shall be filed by, consented to, or acquiesced in by Mortgagor, any general partner of Mortgagor, or the Nonrecourse Indemnitor; or (vi) any action is taken by ▇▇▇▇▇▇▇▇▇, any general partner of Mortgagor, or the Nonrecourse Indemnitor to oppose any motion by Mortgagee for relief from the automatic stay in connection with any bankruptcy, reorganization or arrangement filed by, consented to, or acquiesced by ▇▇▇▇▇▇▇▇▇. In addition, Mortgagor, any general partners of ▇▇▇▇▇▇▇▇▇ and Nonrecourse Exception Guarantor shall be responsible for any costs and expenses incurred by Mortgagee in connection with the collection of any amounts for which Mortgagor, its general partners, if any, or Nonrecourse Exception Guarantor are personally liable under this section, including attorneys’ fees and expenses, court costs, filing fees, and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any Holder nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, in its individual capacity, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18Section, nothing in this Agreement Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by this Agreement the Security Agreement, the Mortgage Instruments or any other Credit DocumentOperative Agreement, but the same shall continue until paid or discharged; (b) limit relieve the right Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the Agent damages arising by reason of): (i) active waste knowingly committed by the Lessor or any Lender Exculpated Person with respect to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, Properties or (cii) any fraud, gross negligence, willful misconduct or willful breach on the part of the Lessor or any such (i) misappropriation or misapplication by the Lessor (i.e., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to the Lessor by any Person other than the Agent, (ii) any deposits or any escrows or amounts owed by the Lessee under the Agency Agreement held by the Lessor or (iii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent; or (d) affect or in any way limit the validity or enforceability of Agent's rights and remedies under any guaranty (whether of payment and/or performance) given Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor, 's interest in the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProperties.

Nonrecourse. In addition to Except as otherwise set forth in this paragraph, the liability of Mortgagor and not in limitation the general partners of Section 12.9 Mortgagor, if any, under the Note, this Mortgage and the Related Agreements shall be limited to, and satisfied from, the Property and the proceeds thereof, the Rents and Profits and all other income arising therefrom, the other assets of Mortgagor arising out of the Participation AgreementProperty which are given as collateral for the Note, anything and any other collateral given in writing to Mortgagee as security for repayment of the contrary Note (all of the foregoing collectively referred to as the "Loan Collateral"); provided, however, that nothing contained in this Agreement section shall (A) preclude Mortgagee from foreclosing the lien of this Mortgage or from enforcing any of its rights or remedies in law or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained equity against Mortgagor except as stated in this Agreementsection, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (aB) constitute a waiver, release or discharge waiver of any obligation evidenced by the Note or secured by this Agreement Mortgage or any other Credit DocumentRelated Agreements, (bC) limit the right of the Agent or any Lender Mortgagee to name the Borrower Mortgagor as a party defendant in any action brought under this Mortgage, the Note or suit for judicial foreclosure any Related Agreements, (D) prohibit Mortgagee from pursuing all of its rights and sale under remedies against any Security Documentguarantor or surety, whether or not such guarantor or surety is a partner of Mortgagor, (E) limit the personal liability of Mortgagor or any shareholder of Mortgagor, or (c) affect in any way the validity or enforceability general partner of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the LendersMortgagor, or of any indemnity agreement given by member of Mortgagor, to Mortgagee, for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation or willful damage to the BorrowerProperty, in connection with or (F) preclude Mortgagee from recovering from Mortgagor and the Loans made hereunderother Indemnitors under that certain Environmental Indemnity Agreement of even date herewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.any

Nonrecourse. In addition to Except as hereinafter in this Section and not in limitation of Section 12.9 15 of the Participation AgreementNote specifically provided, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person Grantor shall not be personally liable in for the payment of any respect for sums due hereunder or the performance of any liability or obligation obligations of Grantor hereunder or under any other Operative Agreement including without limitation Loan Document. No judgment for the payment repayment of the principal of, Indebtedness will be enforced against the undersigned personally or interest on, the Notes, or for monetary damages for the breach of performance of any property of the covenants contained in this Agreement, Grantor other than the Notes or any of the other Operative Agreements. The Agent Security and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither security furnished under the Agent nor Loan Documents in any action to foreclose this Deed or to otherwise realize upon any security furnished under the Lenders shall have Loan Documents or to collect any recourse against amount payable under the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse Loan Documents. Notwithstanding the foregoing: (a) Nothing herein contained shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of construed as prohibiting Grantee from exercising any and all liabilitiesremedies which the Loan Documents permit, obligations including the right to bring actions or proceedings against Grantor and undertakings contained in this Agreementto enter a judgment against Grantor, so long as the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment exercise of any amounts owing hereunder (excluding principal and interest (remedy does not extend to execution against or recovery out of any property of Grantor other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to security furnished under the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, Loan Documents; (b) limit Grantor shall be fully and personally liable for (i) misapplying any condemnation awards or insurance awards attributable to the right Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Agent or Security, to the full extent of such deposits so misapplied, (iii) collecting any Lender to name the Borrower as a party defendant rents in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect advance in any way the validity or enforceability violation of any guaranty (whether of payment and/or performance) given covenant contained in the Loan Documents, to the Lessorfull extent of such rents so collected in advance, the Agent (iv) committing fraud, misrepresentation or the Lenders, or of any indemnity agreement given by the Borrower, waste in connection with the Loans made hereunderoperation of the Security or the making of the loan evidenced hereby, to the full extent of any loss, damage, expense or costs (including reasonable attorneys' fees) incurred by Grantee resulting from such fraud, misrepresentation or waste, (v) failing to pay any debt service on any indebtedness related to the Security, operating and maintenance expenses, insurance premiums, deposits into a reserve for replacements or other sums required by the Loan Documents, but only to the extent of any gross revenues from the Security during the period beginning twelve (12) months prior to a notice of acceleration to Grantor through the date of foreclosure or deed in lieu of foreclosure that were available to pay such expenses but were not so used, (vi) failing to pay real estate taxes and assessments which are a lien against the Security during the period of Grantor's ownership (excluding any period during which a receiver for the Security has been appointed by a court of competent jurisdiction), to the full extent of such unpaid taxes (excluding, however, any such real estate taxes and assessments for which funds shall have been escrowed by Grantor with or for the benefit of Grantee for the payment thereof as provided in Section 5 hereof), and (vii) failing to maintain the levels of insurance required under this Deed or any other of the Loan Documents, to the full extent of any insurance proceeds that would have been available had such levels of insurance been maintained; (c) There shall be no limitation, in any event of Grantor's personal liability under, and the exercise of any of Grantee's rights under any indemnity from Grantor to Grantee including but not limited to, the Environmental Indemnification Agreement of even date herewith from Grantor to Grantee with regard to the Security except as may be expressly set forth therein.

Nonrecourse. In addition to and not in limitation No direct or indirect owner of Section 12.9 any Borrower, nor any officer, director, manager, advisor, trustee, employee, agent or representative of the Participation Agreementany Borrower, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing Indebtedness due hereunder (excluding principal and or under the other Loan Documents or for the performance of any obligations of any Borrower hereunder or under the other Loan Documents, nor, except as expressly provided below in this Section 34, shall any Borrower be personally liable for such obligations. Except as provided below, no judgment for the repayment of the Indebtedness or interest (thereon will be enforced against any Borrower personally or against any property of any Borrower other than Overdue Interest) the Security and any other security furnished under the Loan Documents in respect any action to foreclose the Portfolio Mortgages or to otherwise realize upon any security furnished under the Loan Documents or to collect any amount payable hereunder or under the other Loan Documents. Nothing herein contained, however, shall be construed as prohibiting Lender from exercising any and all remedies which the Loan Documents permit, including, without limitation, the right to bring actions or proceedings against any Borrower and to enter a judgment against any Borrower, so long as the exercise of any remedy does not extend to execution against or recovery out of any property other than the Security furnished to Lender under any of the LoansLoan Documents. Notwithstanding any of the foregoing, except as set forth in this Loan Agreement: (a) Borrowers shall be fully and personally liable for the following acts and omissions to the extent shown below, after any applicable notice and cure periods (if any) set forth herein or in any applicable Loan Documents: (i) Any Borrower misappropriates any condemnation or insurance proceeds attributable to the Real Property, To the extent of such non-excluded amountsmisappropriation; (ii) Any Borrower misappropriates any security deposits or reserves attributable to the Real Property, "Supplemental Amounts"To the extent of such misappropriation; (iii) except Any Borrower collects rents in advance in violation of any covenant under the Loan Documents, To the extent of such rents collected in advance; (iv) Any Borrower commits any (1) fraud, (2) intentional and material misrepresentation, (3) grossly negligent misrepresentation, or (4) physical waste of the Real Property, To the extent of any remedies available at law or in equity; (v) Gross revenues from the Real Property are sufficient to pay any regularly scheduled payment of the Indebtedness then due and payable, operating and maintenance expenses (including real estate taxes) then due and payable, insurance premiums then due and payable, deposits then required to be made into a reserve account, or other sums then required to be paid by the Loan Documents, and any Borrower fails to make such payments or deposits when due, To the extent of any funds diverted by any Borrower (or anyone acting on such Borrower’s behalf) from such payments or expenses during the period six (6) months prior to Lender’s notice of acceleration through the date Lender takes title to the Real Property; and (vi) Any Borrower or, to the extent applicable, any tenant under a Lease that is obligated to maintain insurance pursuant to the terms of such Lease, fails to maintain the levels, coverages and maximum deductibles of insurance required under the Loan Documents, to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall a casualty or liability occurs or arises and insurance proceeds would have been paid by available had such insurance been maintained, In the Lessee pursuant to amount of the Lease (it being understood that loss incurred as the failure by the Lessee for any reason to pay any Supplemental Rent in respect result of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement uninsured casualty or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, uninsured liability. (b) limit There shall be no limitation on or prejudice to the right rights of the Agent or any Lender to name proceed against any person or entity, including, without limitation, any Borrower, or on the Borrower as a party defendant in exercise of any action or suit for judicial foreclosure and sale of Lender’s rights under any Security Document, or indemnity from Borrower to Lender; (c) affect in There shall be no limitation on or prejudice to the rights of Lender to proceed against any way entity or person whatsoever, including, without limitation, any Borrower, with respect to the validity or enforceability enforcement of any guaranty (whether guarantees of payment and/or performance) given to the LessorIndebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, the Agent or the Lendersany master leases, or any similar rights of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderpayment.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇’s recourse under this Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation repayment of this Note (all the payment of foregoing are collectively referred to as the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6“Loan Collateral”). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements (“Nonrecourse Indemnitors”) by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Mortgage or the Related Agreements prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Mortgage or any Related Agreement; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder’s prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, reasonable attorney’s fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions; or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or if in the event of any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the LendersAutomatic Stay; and (c) Maker, its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note and performance of all other obligations of Maker under this Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, its sole member or general partners, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderMortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys’ fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Except as otherwise set forth in this paragraph, the liability of Maker and the general partners of Maker, if any, under this Note, the Mortgage and the Related Agreements shall be limited to and not in limitation satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of Section 12.9 Maker arising out of the Participation AgreementProperty which are given as collateral for the loan evidenced by this Note, anything and any other collateral given in writing to Holder as security for repayment of this Note (all of the contrary foregoing are collectively referred to as the "Loan Collateral"); provided, however, that nothing contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement paragraph shall (a) preclude Holder from foreclosing the lien of the Mortgage or from enforcing any of its rights or remedies in law or in equity against Maker except as stated in this paragraph, (b) constitute a waiver, release or discharge waiver of any obligation evidenced by this Note or secured by this Agreement the Mortgage or any other Credit DocumentRelated Agreements, (bc) limit the right of the Agent or any Lender Holder to name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit for judicial foreclosure any Related Agreements, so long as execution on any judgment is limited to the Loan Collateral, (d) prohibit Holder from pursuing all of its rights and sale under remedies against any Security Documentguarantor or surety, whether or not such guarantor or surety is a partner of Maker, (e) limit the personal liability of Maker or any shareholder of Maker, or (c) affect in any way the validity general partner of Maker to Holder for misappropriation or enforceability misapplication of any guaranty (whether of payment and/or performance) given funds, fraud, waste, willful misrepresentation or willful damage to the Lessor, Property or (f) preclude Holder from recovering from Maker and the Agent or the Lenders, or Indemnitors under that certain Environmental Indemnity Agreement of any indemnity agreement given by the Borrower, in connection with the Loans made hereundereven date herewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.the

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Deed of Trust and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note or Note A, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability repayment of this Note or obligation hereunder or under any other Operative Agreement including without limitation the payment Note A (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, Note A, the Deed of Trust or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Deed of Trust; (ii) take appropriate action to enforce this Note, Note A, the Deed of Trust and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, Note A, the Deed of Trust or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, Note A, the Deed of Trust or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, Note A, the Deed of Trust or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Deed of Trust or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, Note A, the Deed of Trust or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Deed of Trust or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, Note A, the Deed of Trust or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by Holder for relief from the LendersAutomatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note or Note A and performance of all other obligations of Maker under this Note, Note A, the Deed of Trust and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, Note A, the Loans made hereunderDeed of Trust, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, Note A, the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, Note A, the Deed of Trust or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition The term “Landlord,” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and not include only the owner or owners, at the time in limitation of Section 12.9 question, of the Participation Agreementlessor’s interest in this Lease. In the event of any transfer, anything to assignment, or other conveyance or transfers of any such interest, Landlord herein named (and in case of any subsequent transfers or conveyances, the contrary then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment, or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Agreement or in any other Operative Agreement notwithstandingLease thereafter to be performed. Without further agreement, no Exculpated Person the transferee of such interest shall be personally liable in deemed to have assumed and agreed to observe and perform any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment and all obligations of Landlord hereunder, during its ownership of the principal of, Premises. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or interest on, the Notes, or for monetary damages for the breach of performance subsequent transfer shall not be deemed a violation on Landlord’s part of any of the covenants contained in terms and conditions of this Agreement, the Notes or any of the other Operative AgreementsLease. The Agent Tenant and the Lenders agree all successors and assigns acknowledge that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilitiesactual or alleged failure, obligations and undertakings contained in this Agreement, the Notes breach or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing default hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall Landlord: (a) constitute The sole and exclusive remedy shall be a waiverclaim against the Landlord, release with any judgment against Landlord being satisfied only out of its interest in the Building (no other assets of Landlord shall be subject to levy, execution or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, procedure to satisfy such a judgment); (b) limit the right of the Agent or any Lender to name the Borrower No Protected Party other than Landlord shall be sued, named as a party defendant in any action suit or suit for judicial foreclosure action, served with process or subjected to any judgment, and sale under any Security Document, or such judgment taken against any Protected Party other than Landlord may be vacated and set aside at any time nunc pro tunc; and (c) affect in any way No writ of execution will ever by levied against the validity or enforceability assets of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunderProtected Party other than Landlord.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the LesseeCredit Parties; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the any Lessee for application to such Supplemental Amounts shall have been paid by the such Lessee pursuant to the Lease (it being understood that the failure by the any Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Section, Lender's recourse under this Security Deed, the Note and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Borrower arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Lender as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants contained in this Agreement, foregoing are collectively referred to as the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions preceding sentence: (A) Lender may, in accordance with the terms of this Section 9.18Security Deed, nothing in this Agreement the Note or any other Operative Agreement shall Related Agreement: (a1) constitute a waiverforeclose the lien of this Security Deed; (2) take appropriate action to enforce this Security Deed, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, the Note and the Related Agreements to realize upon and/or protect the Loan Collateral; (b3) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action brought under this Security Deed, the Note or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (4) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Borrower; and (5) pursue all of its rights and remedies against Borrower and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith; (B) Lender may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Borrower, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (1) the failure of Borrower to pay to Lender, upon demand, all rents, issues and profits of the Property to which Lender is entitled pursuant to this Security DocumentDeed, the Note or the Related Agreements following an Event of Default; (2) any waste of the Property or any willful act or omission by Borrower which damages or materially reduces the value of the Property; (3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Security Deed, the Note or the Related Agreements prior to any other expenditure or distribution by Borrower; (4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Security Deed, the Note or any Related Agreements; (5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Security Deed, the Note or any Related Agreements; (7) the failure to maintain casualty and liability insurance as required under the Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Security Deed, the Note or any Related Agreement; (8) any modification, termination or cancellation of any lease of all or any portion of the Property without Lender's prior written consent, if and to the extent such consent is required under the Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (9) a default by Borrower under any lease of all or any portion of the Property; or (10) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Lender in connection with the enforcement of this Security Deed, the Note or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (B) or (C) as an exception to the nonrecourse provisions, or (c) affect if Borrower or any principal of Borrower objects to any actions taken by Lender to exercise its remedies under this Security Deed, the Note or the Related Agreements; Borrower or principal of Borrower commences any lawsuit to enjoin or delay a foreclosure of the Property by Lender, or raises defenses or counterclaims to a foreclosure action; Borrower applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether voluntary or involuntary), Borrower or any principal of Borrower opposes any motion by Lender for relief from the Automatic Stay; and (C) Borrower, its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment and/or performance) given to of all the Lessorindebtedness evidenced by the Note and performance of all other obligations of Borrower under this Security Deed, the Agent Note and Related Agreements upon the occurrence of any: (i) fraud or the Lenderswillful misrepresentation of a material fact by Borrower, its sole member or general partners, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Security Deed, the Loans made hereunderNote, the Related Agreements or any request for any action or consent by Lender; (ii) a Transfer of any interest in Borrower or all or any portion of the Property or any interest therein in violation of the terms of this Security Deed, the Note or the Related Agreements; or (iii) the incurrence by Borrower of any indebtedness in violation of the terms of this Security Deed, the Note or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Borrower, its sole member or general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Lender in connection with the collection of any amounts for which Borrower, its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Section 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Collateral and the LesseeGuarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.189.17, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Guarantee or any other guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker; and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Mortgage or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Mortgage or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the LendersAutomatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note and performance of all other obligations of Maker under this Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse lndemnitor(s), if any, in connection with this Note, the Loans made hereunderMortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

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

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, Notwithstanding anything to the contrary contained in this Agreement Security Deed, the Note, or the Related Agreements, except as otherwise set forth in this paragraph, the liability of BORROWER and the general partners of BORROWER, if any, under the Note, this Security Deed and the Related Agreements shall be limited to, and satisfied from, the Subject Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of BORROWER arising out of the Subject Property which are given as collateral for the Note, and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to LENDER as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants foregoing collectively referred to as the "Loan Collateral"); provided, however, that nothing contained in this Agreement, the Notes paragraph shall (i) preclude LENDER from foreclosing this Security Deed or from enforcing any of the other Operative Agreements. The Agent and the Lenders agree that, its rights or remedies in the event any of them pursues any remedies available to them under this Agreement, the Notes law or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse in equity against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained BORROWER except as stated in this Agreementparagraph, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (aii) constitute a waiver, release or discharge waiver of any obligation evidenced by the Note or secured by this Agreement Security Deed or any other Credit DocumentRelated Agreements, (biii) limit the right of the Agent or any Lender LENDER to name the Borrower BORROWER as a party defendant in any action brought under this Security Deed, the Note or suit any Related Agreements, so long as execution on any judgment is limited to the Loan Collateral, (iv) prohibit LENDER from pursuing all of its rights and remedies against any guarantor or surety, whether or not such guarantor or surety is a partner of BORROWER, (v) limit the personal liability of BORROWER or shareholder of BORROWER, or any general partner of BORROWER, to LENDER, for judicial foreclosure and sale under any Security Documentmisappropriation or misapplication of funds, fraud, waste, willful misrepresentation or willful damage to the Subject Property, or (cvi) affect in any way preclude LENDER from recovering from BORROWER and indemnitors under the validity or enforceability Environmental Indemnity Agreement of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereundereven date herewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.than

Nonrecourse. In addition (a) Except as otherwise provided herein, Holder shall not enforce the liability and obligation of Borrower to perform and not in limitation of Section 12.9 of observe the Participation Agreement, anything to the contrary obligations contained in this Agreement Note or the Mortgage by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Holder may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Holder to enforce and realize upon the Mortgage, the other Loan Documents, and the Property; provided, however, that any judgment in any other Operative Agreement notwithstanding, no Exculpated Person action or proceeding shall be personally liable enforceable against Borrower only to the extent of Borrower's interest in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of Property. Holder, by accepting this Note and the principal ofMortgage, or interest onagrees that it shall not, except as otherwise provided in the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Loan Agreement, the Notes Mortgage and the Cross-Collateralization Agreement, ▇▇▇ for, seek or demand any deficiency judgment against Borrower in any action or proceeding, under or by reason of or under or in connection with this Note, the Mortgage or the other Operative Agreements. The Agent Loan Documents and the Lenders agree that, with the exception of actions for fraud or willful misconduct, Holder shall bring no action against any officer or director of Borrower in connection with Borrower's obligations under the event any Loan Documents. (b) The provisions of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower Section 12.19(a) above shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (ai) constitute a waiver, release or discharge impairment of any obligation evidenced or secured by this Agreement Note, the Mortgage or any the other Credit DocumentLoan Documents, (bii) limit impair the right of the Agent or any Lender Holder to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Documentthe Mortgage, or (ciii) affect in any way the validity or enforceability of any guaranty indemnity, guaranty, master lease or similar instrument made in connection with this Note, the Mortgage or the other Loan Documents, (whether iv) impair the right of payment Holder to obtain the appointment of a receiver, (v) impair the enforcement of that certain Assignment of Leases and Rents by and between Borrower and Holder dated of even date herewith and executed in connection herewith, if applicable, (vi) impair the right of Holder to obtain a deficiency judgment or judgment on this Note against Borrower if necessary to obtain any insurance proceeds or condemnation awards to which Holder would be otherwise entitled under the Mortgage, provided, however, that Holder shall be entitled to enforce such judgment only against the insurance proceeds and/or performancecondemnation awards, or (vii) given impair the right of Holder to enforce the provisions of the Guaranty Agreement, Section 1.3 of this Note, Section 4 of the Mortgage, and Article VI of the Loan Agreement. (c) Notwithstanding the provisions of Section 12. 19(a) above to the Lessorcontrary, Borrower shall be personally liable to Holder for any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature (collectively, "Losses") due to: (i) fraud or intentional misrepresentation by Borrower and/or its affiliates and/or its duly authorized representatives, including, without limitation, any manager of the Agent or the Lenders, or of any indemnity agreement given by the BorrowerProperty, in connection with the Loans execution and the delivery of this Note, the Mortgage or any of the other Loan Documents, (ii) Borrower's application for purposes other than in connection with the Property and/or the Loan Obligations of accounts receivable collected in advance or received by Borrower after the occurrence of an Event of Default, (iii) Borrower's application for purposes other than in connection with the Property of accounts receivable collected in advance, (iv) the application of insurance proceeds or condemnation awards for purposes other than in connection with the Property and/or the Loan Obligations, (v) Borrower's failure to pay Impositions (as defined in the Mortgage) (except to the extent that sums sufficient to pay such amounts have been deposited in escrow with Holder pursuant to the terms of the Mortgage) unless Borrower is contesting such Impositions as permitted in the Mortgage, or Borrower's intentional failure to pay charges for labor or materials or other charges that result in liens or security interests with respect to the Property, (vi) Borrower's intentional failure to maintain, repair, restore and otherwise operate the Property in a commercially reasonable manner in accordance with the Mortgage and the other Loan Documents, (vii) after the occurrence of an Event of Default, Borrower's failure to return or to reimburse Holder for any portion of the Property taken from the Property by or on behalf of Borrower and not replaced with property of the same utility and of the same or greater value, (viii) any act of arson or criminal act with respect to the Property by Borrower or by any guarantor of the Loan or by any of their respective duly authorized representatives, including, without limitation, any manager of the Property, (ix) Borrower's failure to pay all fees, charges and taxes with respect to the making of the Note and/or the recording of the Mortgage, (x) Borrower's failure to comply with Article VI of the Loan Agreement, (xi) the occurrence of an Event of Default under Section 7.1(k) of the Loan Agreement, (xii) the occurrence of an Event of Default under Section 7.1(l) of the Loan Agreement, or (xiii) Borrower's failure to pay all fees and expenses of Lender pursuant to Section 8.3 of the Loan Agreement. (d) Notwithstanding the foregoing, the agreement of Holder not to pursue recourse liability as set forth in Section 12.19(a) above SHALL BECOME NULL AND VOID and shall be of no further force and effect in the event of Borrower's default under Section 13 or Section 25 of the Mortgage. (e) For purposes of determining Borrower's personal liability under Section 12.19(c) above, any payment made hereunderby Borrower or any Guarantor of this Note, other than amounts paid pursuant to Section 12.19(c) or (d), and all amounts received by Holder from the enforcement of its rights under the Mortgage, shall be applied first to the portion of the total debt for which Borrower has no personal liability. (f) For purposes of determining the amount of Borrower's personal liability for Losses under Section 12.19(c) above, Losses shall be determined by adding the amounts due Holder under the Loan Documents as of the date of an Event of Default under the Loan Agreement plus interest, default interest, late charges, attorneys' fees, and other costs and charges accrued after the date of an Event of Default pursuant to the Loan Documents, less either (i) the proceeds of a foreclosure sale or sales of all the Facilities described in Exhibit "A", (ii) the proceeds of a sale or sales of all such Facilities under Section 363 of the United States Bankruptcy Code, (iii) the proceeds of a sale or sales of all such Facilities in a liquidation under Chapter 7 of the United States Bankruptcy Code, or (iv) the present value of the debt service payments to be paid to Holder pursuant to a confirmed plan of reorganization. (g) Nothing herein shall be deemed to be a waiver of any right which Holder may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness (as defined in the Mortgage) secured by the Mortgage or to require that all collateral shall continue to secure all of the Indebtedness owing to Holder in accordance with this Note, the Mortgage and the other Loan Documents.

Nonrecourse. In addition Except as otherwise set forth in this Section, Lender's recourse under this Security Deed, the Note and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Borrower arising out of the Participation AgreementProperty which are given as collateral for the Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Lender as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any Note (all of the covenants contained in this Agreement, foregoing are collectively referred to as the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions preceding sentence: (A) Lender may, in accordance with the terms of this Section 9.18Security Deed, nothing in this Agreement the Note or any other Operative Agreement shall Related Agreement: (a1) constitute a waiverforeclose the lien of this Security Deed; (2) take appropriate action to enforce this Security Deed, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, the Note and the Related Agreements to realize upon and/or protect the Loan Collateral; (b3) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action brought under this Security Deed, the Note or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (4) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Borrower; and (5) pursue all of its rights and remedies against Borrower and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith; (B) Lender may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Borrower, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements 33 ("Nonrecourse Indemnitors") by reason of or in connection with: (1) the failure of Borrower to pay to Lender, upon demand, all rents, issues and profits of the Property to which Lender is entitled pursuant to this Security DocumentDeed, the Note or the Related Agreements following an Event of Default; (2) any waste of the Property or any willful act or omission by Borrower which damages or materially reduces the value of the Property; (3) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Security Deed, the Note or the Related Agreements prior to any other expenditure or distribution by Borrower; (4) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Security Deed, the Note or any Related Agreements; (5) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (6) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Security Deed, the Note or any Related Agreements; (7) the failure to maintain casualty and liability insurance as required under the Note or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Security Deed, the Note or any Related Agreement; (8) any modification, termination or cancellation of any lease of all or any portion of the Property without Lender's prior written consent, if and to the extent such consent is required under the Note or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (9) a default by Borrower under any lease of all or any portion of the Property; or (10) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Lender in connection with the enforcement of this Security Deed, the Note or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (B) or (C) as an exception to the nonrecourse provisions, or (c) affect if Borrower or any principal of Borrower objects to any actions taken by Lender to exercise its remedies under this Security Deed, the Note or the Related Agreements; Borrower or principal of Borrower commences any lawsuit to enjoin or delay a foreclosure of the Property by Lender, or raises defenses or counterclaims to a foreclosure action; Borrower applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether voluntary or involuntary), Borrower or any principal of Borrower opposes any motion by Lender for relief from the Automatic Stay; and (C) Borrower, its sole member or general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment and/or performance) given to of all the Lessorindebtedness evidenced by the Note and performance of all other obligations of Borrower under this Security Deed, the Agent Note and Related Agreements upon the occurrence of any: (i) fraud or the Lenderswillful misrepresentation of a material fact by Borrower, its sole member or general partners, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Security Deed, the Loans made hereunderNote, the Related Agreements or any request for any action or consent by Lender; (ii) a Transfer of any interest in Borrower or all or any portion of the Property or any interest therein in violation of the terms of this Security Deed, the Note or the Related Agreements; or (iii) the incurrence by Borrower of any indebtedness in violation of 34 the terms of this Security Deed, the Note or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Borrower, its sole member or general partners and the Nonrecourse Indemnitors, if any, shall he responsible for any costs and expenses incurred by Lender in connection with the collection of any amounts for which Borrower, its sole member or general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Section 3.11, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition Borrower shall be liable upon the indebtedness evidenced by the Note, for all sums to accrue or to become payable thereon and not in limitation for performance of Section 12.9 of the Participation Agreement, anything to the contrary all covenants contained in this Agreement the Note or in any of the other Operative Agreement notwithstandingLoan Documents, to the extent, but only to the extent, of L▇▇▇▇▇’s security for the same, including, without limitation, all properties, rights, estates and interests covered by the Mortgage and the other Loan Documents. No attachment, execution or other writ or process shall be sought, issued or levied upon any assets, properties or funds of Borrower other than the properties, rights, estates and interests described in the Mortgage and the other Loan Documents. In the event of foreclosure of such liens, mortgages or security interests, by private power of sale or otherwise, no Exculpated Person judgment for any deficiency upon such indebtedness, sums and amounts shall be sought or obtained by L▇▇▇▇▇ against Borrower. Subject to the foregoing, nothing herein contained shall be construed to prevent L▇▇▇▇▇ from exercising and enforcing any other remedy relating to the Property allowed at law or in equity or by any statute or by the terms of any of the Loan Documents. Notwithstanding the foregoing, Borrower shall be personally liable to Lender as set forth in Paragraph 12 of the Note. Lender shall not be limited in any respect for any way in enforcing the personal liability or obligation hereunder or and obligations of Borrower under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse Loan Documents against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall Lender be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect limited in any way in enforcing the validity or enforceability personal liability and obligations of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent guarantor or the Lenders, or of any indemnity agreement given by the Borrower, indemnitor in connection accordance with the Loans made hereunderterms of the instruments creating such liabilities and obligations. To that end, Borrower hereby expressly waives any right to require Lender to bring any action against any other person or to require that resort be had to any security and, without limiting the generality of the foregoing, Borrower herewith expressly waives any right Borrower otherwise might have or might have had under the provisions of Section 26-7 of the North Carolina General Statutes, et. seq. and/or other North Carolina laws.

Nonrecourse. In addition Except as otherwise set forth in this Paragraph, ▇▇▇▇▇▇'s recourse under this Note, the Mortgage and the Related Agreements shall be limited to and not satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in limitation which an Event of Section 12.9 Default has occurred, the other assets of Maker arising out of the Participation AgreementProperty which are given as collateral for this Note, anything to the contrary contained in this Agreement or in and any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable collateral given in any respect writing to Holder as security for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment repayment of this Note (all of the principal of, or interest on, foregoing are collectively referred to as the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental AmountsLoan Collateral") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall preceding sentence: (a) constitute a waiverHolder may, release or discharge in accordance with the terms of any obligation evidenced or secured by this Agreement Note, the Mortgage or any other Credit Document, Related Agreement: (bi) limit foreclose the right lien of the Agent or any Lender Mortgage; (ii) take appropriate action to enforce this Note, the Mortgage and the Related Agreements to realize upon and/or protect the Loan Collateral; (iii) name the Borrower Maker as a party defendant in any action brought under this Note, the Mortgage or suit for judicial foreclosure the Related Agreements so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and sale remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker, and (v) pursue all of its rights and remedies against Maker and the indemnitors under that certain Environmental Indemnity Agreement of even date herewith and that certain Terrorism Insurance Indemnity Agreement of even date herewith; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker, and the indemnitors/guarantors, if any, under any Security Documentnonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with; (i) the failure of Maker to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Mortgage or the Related Agreements following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker which damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Mortgage or the Related Agreement prior to any other expenditure or distribution by Maker; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default under this Note, the Mortgage or any Related Agreements; (vii) the failure to maintain casualty and liability insurance as required under the Mortgage or the Related Agreements or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of this Note, the Mortgage or any Related Agreements; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Mortgage or the Related Agreements and if and to the extent such modification, termination or cancellation has a material adverse affect on the value of the Property; (ix) a default by Maker under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Mortgage or the Related Agreements or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) affect as an exception to the nonrecourse provisions, or if the Maker or any principal of Maker objects to any actions taken by Holder to exercise its remedies under the Loan Documents; Maker or principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the Property by ▇▇▇▇▇▇, or raises defenses or counterclaims to a foreclosure action; Maker applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in any way the validity bankruptcy, or enforceability petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any guaranty bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; or in the event any bankruptcy or reorganization proceedings (whether of payment and/or performance) given to the Lessorvoluntary or involuntary), the Agent Maker or any principal of Maker opposes any motion by ▇▇▇▇▇▇ for relief from the LendersAutomatic Stay; and (c) Maker, any general partners of Maker and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note and performance of all other obligations of Maker under this Note, the Mortgage and Related Agreements upon the occurrence of any of the following: (i) fraud or willful misrepresentation of a material fact by Maker, any general partners of Maker, or of any indemnity agreement given by the BorrowerNonrecourse Indemnitor(s), if any, in connection with this Note, the Loans made hereunderMortgage, the Related Agreements or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Mortgage or the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in violation of the terms of this Note, the Mortgage or Related Agreements (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, its general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph 17, including attorneys' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person ---------- Persons"), shall be personally liable in any respect for any liability or ------- obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the ▇▇▇▇ Trust Estate and as permitted under the LesseeOperative Agreements; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the ▇▇▇▇ Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Administrative Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except -------------------- to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 66(a)(ii)). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Administrative Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Administrative Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree Bank agrees that, in the event any of them it pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders Bank shall not have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders Bank further agree agrees that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.or

Nonrecourse. In addition to Except as specifically provided hereinafter in this Section 15 and not in limitation of Section 12.9 40 of the Participation AgreementDeed of Trust, anything to neither Maker, Cornerstone Properties Inc. ("Cornerstone"), nor any of the contrary contained in this Agreement general or in limited partners of Maker nor any other Operative Agreement notwithstandingof their respective officers, no directors, shareholders, agents, employees or representatives (collectively the "Exculpated Person Parties") shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing sums due hereunder (excluding principal and or the performance of any obligations of Maker hereunder or under the other Loan Documents. No judgment for the repayment of the Principal Indebtedness or interest (thereon or any other amount payable pursuant to any of the Loan Documents, will be enforced against any of the Exculpated Parties personally or any property of any of the Exculpated Parties other than Overdue Interestthe Security and any other security now or hereafter expressly granted under the Loan Documents in any action to foreclose the Deed of Trust or to otherwise realize upon any security now or -10- 120 hereafter expressly granted under the Loan Documents or to collect any amount payable hereunder. Notwithstanding the foregoing: (a) in respect Nothing herein contained shall be construed as prohibiting Holder from exercising any and all remedies which the Loan Documents permit, including the right to bring actions or proceedings against Maker, Cornerstone, and other Exculpated Parties and to enter a judgment against Maker, Cornerstone, and any other Exculpated Parties, so long as the exercise of any remedy does not extend to execution against or recovery out of any property of Maker, Cornerstone, or any other Exculpated Party other than the Loanssecurity now or hereafter expressly granted under the Loan Documents; (b) Maker and Cornerstone shall each be fully and personally liable for, and the other Exculpated Parties (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments the other Exculpated Parties would be liable outside of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18section) shall be fully and personally liable for, nothing (i) misapplying any condemnation awards or insurance awards attributable to the Security, to the full extent of such awards so misapplied, (ii) misapplying any security deposits attributable to the Security, to the full extent of such deposits so misapplied, (iii) collecting any rents more than thirty (30) days in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge advance in violation of any obligation evidenced or secured by this Agreement or any other Credit Documentcovenant contained in the Loan Documents, to the full extent of such rents so collected in advance, (biv) limit the right of the Agent committing fraud or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of any guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, intentional misrepresentation in connection with the Loans made hereunderoperation of the Security or the making of the loan evidenced hereby, to the full extent of any loss, damage, expense or costs (including reasonable attorneys' fees) incurred by Holder resulting from such fraud, misrepresentation or waste, (v) failing to pay in order of priority: real estate taxes or assessments, (or escrow accounts established therefor), operating and maintenance expenses relating to the Real Property, other sums required by the Loan Documents, deposits into a required reserve account, capital expenditures, management fees, leasing fees and expenses, marketing and advertising costs and debt service or other amounts due on the Indebtedness, but only to the extent of any gross revenues from the Security that were available to pay such (c) This section shall impose no limitation on Maker's, Cornerstone's, or any other Exculpated Party's personal liability under and the exercise of any of Holder's rights under any indemnity from Maker, Cornerstone, or any other Exculpated Party to Holder including but not limited to, the Environmental Indemnification Agreement of even date herewith from Maker and Cornerstone to Payee with regard to the Security except as may be expressly set forth therein; (d) This section shall impose no limitation on or prejudice to the rights of Holder to proceed against any entity or person whatsoever, including Maker, Cornerstone, and the other Exculpated Parties, with respect to the enforcement of any guarantees of the Principal Indebtedness or other sums due hereunder or under any of the other Loan Documents or any part thereof, any master leases, or any similar rights of payment that may be entered into after the date hereof, except as may be expressly set forth in any such guarantee.

Nonrecourse. In addition Lender shall not be entitled to and not in limitation recover any deficiency judgment against Borrower or any general partner or limited partner of Section 12.9 of the Participation AgreementBorrower on this Note, anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstandingprovided, no Exculpated Person shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest onhowever, the Notes, foregoing shall not be interpreted to: (a) impair or affect the right of Lender to enforce any of its rights or remedies (other than any right to a deficiency judgment) provided for monetary damages for the breach of performance of in any of the covenants contained Loan Documents or under applicable law in this Agreement, full accordance with the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available terms thereof including but not limited to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.18, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower or any general partner of Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Documentspecific performance, foreclosure, or sale (cor similar remedy) under the Security Instrument, or any other Loan Document; (b) impair or affect in any way the validity or enforceability of any guaranty guaranty, indemnity agreement (whether including but not limited to any environmental indemnity agreement), letter of payment and/or performance) given to the Lessor, the Agent or the Lenderscredit, or of any indemnity other similar third party agreement given by the Borrower, or undertaking made in connection with this Note, the Loans Security Instrument, or any other Loan Document; (c) impair or affect Lender's right to offset any and all amounts outstanding under any of the Loan Documents against any claim or amount that may be asserted against Lender by Borrower or any partners, members, shareholders, or other owners of legal or beneficial interests in Borrower; (d) affect the validity or enforceability of or impair the right of Lender to bring suit and obtain specific performance or personal, recourse judgment to enforce the liability of Borrower or any other person or entity to the extent of, and Borrower hereby agrees to be personally liable for, any loss, damage, cost, expense, liability, or claim incurred by or made hereunderagainst Lender (including all attorneys' fees and expenses and other collection and litigation expenses) arising out of or in connection with any of the following: (i) Borrower or any affiliate, agent, or employee of Borrower misappropriates any rents or other Property income or collateral proceeds including but not limited to insurance or condemnation proceeds or awards; (ii) Borrower or any affiliate, agent, or employee of Borrower fails to apply or pay over any tenant security deposits or other refundable deposits in accordance with the terms of the applicable lease or other agreement or the Security Instrument or any other Loan Document; (iii) Borrower or any affiliate, agent, or employee of Borrower receives rents or other payments from tenants more than one month in advance and fails to apply them in accordance with the Loan Documents; (iv) following the occurrence and during the continuance of an Event of Default, Borrower or any affiliate, agent, or employee of Borrower (including Borrower in its capacity as a debtor or debtor in possession in a bankruptcy proceeding) fails either to apply rents or other Property income, whether collected before or after such Event of Default, to the ordinary, customary, and necessary expenses of operating the Property or, upon demand, to deliver such rents or other Property income to Lender; (v) waste is committed on the Property during a period while Borrower or any affiliate, agent, or employee of Borrower is in possession thereof ("waste" meaning the diminution in the Property's value resulting from Borrower's negligent or willful failure to manage, maintain, repair and otherwise operate the Property in a commercially reasonable manner); (vi) any damage to the Property or the Lender is caused as a result of the intentional misconduct or gross negligence of Borrower or any affiliate, agent, or employee of Borrower; (vii) any Property is removed in violation of the terms of the Loan Documents; (viii) Borrower fails, in accordance with the terms of the Loan Documents, to maintain insurance or to pay taxes, assessments, or other liens or claims that could create liens affecting the Property (unless Lender is escrowing funds therefor and fails to make such payments or has taken possession of the Property following an Event of Default, has received all rents from the Property applicable to the period for which such insurance, taxes or other items are due, and thereafter fails to make such payments); (ix) there is any fraud or material misrepresentation by Borrower or any of its affiliates, any guarantor, any indemnitor or any agent, employee, or other person with actual or apparent authority to make statements or representations on behalf of Borrower, any affiliate of Borrower, or any guarantor or indemnitor ("apparent authority" meaning such authority as the principal knowingly or negligently permits the agent to assume, or which he holds the agent out as possessing); or (x) Borrower fails, following the occurrence and during the continuance of an Event of Default, to deliver to Lender on demand all security deposits, books and records relating to the Property and in the possession or control of Borrower or any affiliate, agent, or employee of Borrower.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this ----------- Loan Agreement or in any other Operative Agreement Document notwithstanding, no neither the Lessor nor any officer, director or shareholder hereof, nor any of the Lessor's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any ------------------ respect for any liability or obligation Obligation hereunder or under any other Operative Agreement Document including without limitation the payment of the principal of, or interest on, any of the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Loan Agreement, Loan Agreement the Notes or any of the other Operative AgreementsDocuments. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Loan Agreement, the Notes or any other Operative AgreementDocuments, neither none of the Agent nor or the Lenders shall have any recourse against the BorrowerLessor, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Equipment, the Lessee and the LesseeGuarantors; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) Equipment in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6)Obligations. Notwithstanding the foregoing provisions of this Section 9.1812.13 herein, nothing in this Loan ------------- Agreement or any other Operative Agreement Document shall (a) constitute a waiver, release release, or discharge of any obligation evidenced or secured by this Agreement Loan Agreement, any other Operative Document or any other Credit Security Document, (b) limit the right of the Agent or any Lender to name the Borrower Lessor as a party defendant in any action or suit for judicial foreclosure and sale under any Security Operative Document, or (c) affect in any way the validity or enforceability of the Guaranty or any other guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, Lender in connection with the Loans made hereunderor any Obligation of the Lessee under the Operative Documents (which shall be full recourse).

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this ----------- Agreement or in any other Operative Agreement notwithstanding, no neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower's successors or assigns (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any ------------------ respect for any liability or obligation hereunder or under any other Operative Agreement including without limitation the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate Collateral and the LesseeGuarantor; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Property in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6). Notwithstanding the foregoing provisions of this Section 9.189.13, nothing in this Agreement or any other Operative Agreement shall (a) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Document, (b) limit the right of the Agent or any Lender to name the Borrower as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (c) affect in any way the validity or enforceability of the Guarantee or any other guaranty (whether of payment and/or performance) given to the Lessor, the Agent or the Lenders, or of any indemnity agreement given by the Borrower, in connection with the Loans made hereunder.

Nonrecourse. In addition to and not in limitation of Section 12.9 of the Participation Agreement, anything Anything to the contrary contained in this Agreement or in any other Operative Agreement Document notwithstanding, no officer, director or shareholder of the Owner (all such Persons being hereinafter referred to collectively as the "Exculpated Person Persons"), shall be personally liable in any respect for any liability or obligation hereunder or under any other Operative Agreement Document including without limitation the payment of the principal of, or interest on, the Priority Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Priority Notes or any of the other Operative AgreementsDocuments. The Administrative Agent, the Priority Agent and the Priority Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Priority Notes or any other Operative AgreementDocument, neither none of the Priority Agent, the Administrative Agent nor the Priority Lenders shall have any recourse against the BorrowerOwner, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Trust Estate and the LesseeCollateral; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate Project in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Priority Notes or any other Operative Agreement. The Agent and the Lenders further agree that the Borrower shall not be responsible for the payment of any amounts owing hereunder (excluding principal and interest (other than Overdue Interest) in respect of the Loans) (such non-excluded amounts, "Supplemental Amounts") except to the extent that payments of Supplemental Rent designated by the Lessee for application to such Supplemental Amounts shall have been paid by the Lessee pursuant to the Lease (it being understood that the failure by the Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental Amounts shall nevertheless be deemed to constitute a default by the Borrower for the purposes of Section 6)Document. Notwithstanding the foregoing provisions of this Section 9.1810.10(a), nothing in this Agreement or any other Operative Agreement Document shall (ai) constitute a waiver, release or discharge of any obligation evidenced or secured by this Agreement or any other Credit Operative Document, (bii) limit the right of the Administrative Agent, the Priority Agent or any Priority Lender hereunder to name the Borrower Company or the Owner as a party defendant in any action or suit for judicial foreclosure and sale under any Security Document, or (ciii) affect in any way the validity or enforceability of the Structural Guaranty or any other guaranty (whether of payment and/or performance) given to the LessorAdministrative Agent, the Priority Agent, the Security Agent or the Priority Lenders, or of any indemnity agreement given by the BorrowerCompany, in connection with the Priority Loans made hereunder.