Common use of Recourse Clause in Contracts

Recourse. Each Mortgage Loan is non-recourse, except that the Borrower and in the case of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the Borrower, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for (1) foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, (2) any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents, and (3) actions against Borrower in respect of its indemnity under ‎Section 8.19(b). (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section, Pledgor under the Pledge Agreement and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following: (i) any fraud intentional or material misrepresentation grossly negligent physical Waste at any Property committed or permitted by ▇▇▇▇▇▇▇▇, Pledgor, Sponsor or any of their respective affiliates, which Waste is not a result of insufficient cash flow from the Borrower, Property after the payment of debt service with respect to the Loan and the funding of reserves required pursuant to the Loan Documents; (ii) misapplication any fraud or misappropriation intentional material misrepresentation committed by ▇▇▇▇▇▇▇▇, Pledgor, Sponsor or any of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, their respective affiliates; (iii) acts any willful misconduct by ▇▇▇▇▇▇▇▇, Pledgor, Sponsor or any of materialtheir respective affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, physical waste opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default (orincluding, alternativelyfor the avoidance of doubt, alleging that the failure Pledge Agreement and/or any of the other Loan Documents are invalid or unenforceable as a result of Lender also being the beneficiary under the Mortgage), (2) any refusal by Borrower to repair comply with ‎Section 5.9 hereof and (3) entering into, amending, modifying or restore terminating the related Mortgaged Property Condominium Documents or any Material Agreement in violation of this Agreement or any other Loan Document); (iv) any misappropriation or misapplication by Borrower, Pledgor, Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds) not maintained in accordance with applicable Legal Requirements or not delivered to Lender upon the occurrence of an Event of Default; (v) any voluntary Debt, Lien or Transfer of Collateral in violation of the Loan Documents that does not trigger full recourse under clauses (A) or (B) below and which are not bonded over with an acceptable title company; (vi) any material breach by Borrower, Pledgor or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) any failure to pay for or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Properties to be applied for such purpose and the same is sufficient to pay applicable insurance deductibles; (viii) any failure of a Required SPE to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related Mortgage to (x) the actions, conduct and/or operating history of Borrower (or any Person merged into Borrower) prior to the Closing Date and (y) Borrower’s ownership (or the ownership of any Person merged into Borrower) of assets prior to the Closing Date that do not constitute a portion of the Collateral; (ix) any fees or commissions paid by Borrower to any affiliate in violation of the Loan documentDocuments; (x) any involuntary bankruptcy of any Required SPE, provided that for this purpose “Damages” shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in uncontested foreclosures on the Properties; (xi) any transfer taxes resulting from ▇▇▇▇▇▇’s exercise of remedies following an Event of Default; (xii) any opposition by ▇▇▇▇▇▇▇▇, Pledgor or Sponsor to any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower or Pledgor; (A) any obligation of a Borrower Related Party to indemnify any Person that, immediately prior to any acquisition of title to the Pledged Collateral pursuant to a UCC foreclosure sale, a UCC strict foreclosure, an assignment in lieu of foreclosure or other enforcement action under the Loan Documents (collectively, an “Equity Collateral Enforcement Action”; and the date on which an Equity Collateral Enforcement Action is consummated, an “Equity Collateral Transfer Date”), was an affiliate of any Borrower Related Party, to the extent such obligation continues to be the obligation of the transferee at such Equity Collateral Enforcement Action and is not expressly waived in writing by the Persons covered by insurance proceeds paid on account of damage which is the subject such indemnification obligation and (B) any obligation of any such repair Borrower Related Party accruing prior to, on or restoration which are made available for such purpose after the Equity Collateral Transfer Date to pay (1) legal fees to legal counsel engaged by any Borrower Related Party prior to the Equity Collateral Transfer Date, (2) amounts due under any contract between any Borrower Related Party, on the one hand, and any affiliate of any Borrower Related Party, on the other hand (unless such contract is assumed in writing by the Person acquiring the Collateral on or after the Equity Collateral Transfer Date) or (3) amounts due under any contract between any Borrower Related Party, on the one hand, and any Person not affiliated with any Borrower Related Party, on the other hand, that has been entered into without the prior written approval of Lender to the extent such prior written approval was required under the Loan Documents (unless such contract was assumed in writing by the Person acquiring the Collateral on or after the Equity Collateral Transfer Date) and/or following the completion of any Equity Collateral Enforcement Action, any accounts payable of any Borrower Related Party or any income tax or indemnity liability of any Borrower Related Party to third parties or to other Borrower Related Parties; provided, that for purposes of this clause ‎(xiii) only, the term “Borrower Related Party” shall be limited to Borrower, any Guarantor, Pledgor or any affiliate of any of them; (xiv) any party claiming rights under the Watergate Affiliate Loan that are not subject to the Watergate Affiliate Loan Subordination Agreement; and (xv) if Borrower shall opt out of Article 8 of the UCC or cause the Pledged Collateral not to be treated as “securities” governed by and within the meaning of Article 8, or if Borrower or the holder any affiliate of Borrower causes Borrower to amend or otherwise modify its organizational documents in order to amend or repeal its election to be governed by Article 8 of the Mortgage LoanUCC, or Borrower or any affiliate of Borrower causes any termination or cancellation of the limited liability company membership certificate evidencing Pledgor’s one hundred percent (100%) ownership interest in Borrower, as delivered to Lender on the Closing Date in connection with the Pledge Agreement. In addition to the foregoing, the Indebtedness shall be fully recourse to Borrower, Pledgor and Sponsor, jointly and severally, in the event of: (A) any voluntary Transfer of title to all or any portion of any Property or of direct or indirect equity interests in Borrower or Pledgor in violation of the Loan Documents, (B) any voluntary Debt in the nature of mortgage or mezzanine debt, in each case in violation of the Loan Documents, (C) the filing by any Required SPE of any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to the Bankruptcy Code or any similar federal or state law (or the filing of any involuntary petition if Borrower, Pledgor, Sponsor or any of their respective affiliates colluded with, solicited, caused to be solicited or joined other creditors in such filing), or (ivD) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset any Required SPE failing to be, and to at all times have been, a Single-Purpose Entity, which failure results in a voluntary substantive consolidation of Borrower or Pledgor with any affiliate in a bankruptcy or insolvency proceeding instituted similar proceeding. All of Borrower’s liabilities under this ‎Section 8.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the BorrowerCollateral, that impairs or the ability Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the holder debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the related Mortgage Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce its lien on all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the related Mortgaged Propertyextent allowed by any applicable Loan Documents. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements The provisions set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions Section are not intended as a release or discharge of the Mortgage obligations due under the Note or under any Loan documents shall not be applicable to Borrower (and Documents, but are intended as a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) limitation, to the extent provided in this Section, on ▇▇▇▇▇▇’s right to sue for a deficiency or seek a personal judgment except as required in order to realize on the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage (a) Except for any indemnification by Borrower under this Agreement or any of the other Loan is non-recourseDocuments, the Loan shall not be recourse to Borrower and, subject to Section 9.19(c), Lender’s recourse shall be solely to the Property and the Collateral, except that as set forth below. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Loan Document or other written agreement to which such Person is a party. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section 9.19 and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any fraud or material intentional misrepresentation by the Borrower, Operating Lessee, Sponsor or any Affiliate of Borrower, Operating Lessee or Sponsor in connection with the Property or the Loan; (ii) the gross negligence or willful misconduct by Borrower, Operating Lessee, Sponsor or any Affiliate of Borrower, Operating Lessee or Sponsor in connection with the Loan misconduct (including wrongful interference by Borrower or Operating Lessee with the exercise of remedies by Lender during an Event of Default, provided, however, the goof faith assertion of valid defenses shall not be deemed “wrongful”); (iii) the breach of any representation, warranty, covenant or indemnification provision in the environmental indemnity or in the mortgage concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document; (iv) the removal or disposal of any personal property during the existence of an Event of Default, unless such personal property is removed or disposed of in the ordinary course of business and replaced with personal property of equal or greater value; (v) the misapplication or misappropriation conversion by Borrower or Operating Lessee of rents(A) any insurance proceeds, insurance payments, (B) any condemnation awards, tenant or (C) any rents during the existence of an Event of Default or any Rents collected for more than one (1) month in advance to the extent such Rents are not applied to the costs of maintenance and operation of the Property or to amounts due under the loan documents; (vi) failure to pay charges for labor or materials or other charges that can create a lien on the Property, provided, neither borrower nor any guarantor shall have liability for such losses (I) if gross revenues from the Property were insufficient to pay all such amounts, except to the extent Borrower or Operating Lessee has paid (during the relevant period) any sums due to any Affiliate of Borrower or any guarantor, or (II) if funds were available in the cash management account to pay such charges and could have been applied in accordance with the loan documents, but Lender or its agent intentionally did not pay such charges or did not pay such charges as a result of their gross negligence. (vii) Borrower or Operating Lessee incurs voluntary unsecured debt prohibited under the loan documents (for these purposes, debt will be regarded as voluntary if either incurred voluntarily, or incurred involuntarily but subsequently not repaid despite the availability of sufficient cash flow from the Property); (viii) any security deposits, advance deposits or any other funds subject deposits collected with respect to the Mortgage, Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof; (iiiix) acts Borrower’s indemnification of material, physical waste Lender in connection with a securitization of the loan as provided in the loan documents; (or, alternatively, the x) Borrower’s failure to repair pay any Taxes or restore assessments affecting the related Mortgaged Property, or to obtain and maintain in full force and effect insurance policies as required by the loan documents or pay the amount of any insurance deductible following a casualty or other insurance claim, provided, neither borrower nor any guarantor shall have liability for such losses (I) if gross revenues from the Property were insufficient to pay all such amounts, except to the extent Borrower or operating lessee has paid (during the relevant period) any sums due to any affiliate of borrower or any guarantor, or (II) if funds were available in the cash management account to pay such charges and could have been applied in accordance with the loan documents, but Lender or its agent intentionally did not pay such charges or did not pay such charges as a result of their gross negligence; or (xi) intentional or grossly negligent waste; (xii) any shortfall in the amount required to be contained in the Qualified FF&E Account pursuant to the loan documents to the extent such amounts were not otherwise applied to operation of the Property in accordance with the loan documents (excluding sums paid to any related affiliate of Borrower or Guarantor); (xiii) fees or commissions paid to affiliates in violation of the loan documents; or (xiv) Borrower or Operating Lessee fails to permit on-site inspections of the Property, fails to provide financial information, or fails to appoint a new property manager upon the request of Lender, each as required by, and in accordance with the terms and provisions of the loan documents. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (1) a violation of any Single-Purpose Entity covenant that results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (or the filing of a motion for substantive consolidation in bankruptcy citing any such violation which is not dismissed, provided that, in the event such motion is dismissed, Borrower and Sponsor shall nonetheless be liable for Lender’s actual damages arising from or relating to such filing or proceeding); (2) Borrower fails to obtain Lender’s consent to any secured indebtedness or voluntary lien encumbering the Property or any part thereof; (3) Borrower fails to obtain Lender’s prior consent to any transfer the Property or any part thereof or interest therein, except to the extent expressly permitted by the loan documents; (4) Borrower files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (5) Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (6) Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset Sponsor except as required in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan order to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. (a) Except as set forth in the balance of this Section, in the Environmental Indemnity and in Section 9.14, no recourse shall be had for the Indebtedness against any Affiliate of the Obligors or any officer, director, stockholder, partner, member or other owner of the Obligors or any such Affiliate, or any separate account contract holder, beneficial owner, advisor, consultant, manager, fiduciary or employee of any of the foregoing, and recourse to the Obligors shall be limited to the Obligors' interest in the Properties and the other Collateral. Each Mortgage Obligor and the Nonrecourse Carveout Indemnitor (as evidenced by the Nonrecourse Carveout Indemnitor's signature below) shall indemnify Lender and hold Lender harmless from and against any and all actual damages to Lender (including the actual reasonable legal and other expenses of enforcing the obligations of the Nonrecourse Carveout Indemnitor under this Section 9.19) resulting from fraud, intentional misrepresentation, voluntary bankruptcy filing by any Obligor or Single-Purpose Equityholder, misappropriation or misapplication of funds (including Loss Proceeds, Revenue and security deposits), Waste, failure of the Obligors to comply with Section 5.8(e) following the occurrence and during the continuance of an Event of Default, any liability for the payment of mortgage recording or other similar taxes relating to the Mortgages securing the Maryland Guarantees, and any breach of the representation contained in Section 4.17 to the extent such breach relates to events occurring prior to the Closing Date (the "Indemnified Liabilities"). (b) Each Obligor and the Nonrecourse Carveout Indemnitor shall indemnify Lender and hold Lender harmless from and against any and all actual Damages to Lender resulting from or arising out of the Indemnified Liabilities (including the actual reasonable legal and other expenses of enforcing the obligations of the Nonrecourse Carveout Indemnitor under this Section 9.19(b)). The liability of the Nonrecourse Carveout Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Obligors or any other Person, nor against the Collateral, and shall not be impaired or limited by any of the following events, whether occurring with or without notice to the Nonrecourse Carveout Indemnitor or with or without consideration: (i) any extensions of time for performance required by any of the Loan Documents or any extension or renewal of the Notes; 104 (ii) any sale, assignment or foreclosure of the Notes, any Mortgage(s) or any of the other Loan Documents or any sale or transfer of any or all of the Properties; (iii) any Assumption or any other change in the composition of any Obligor, including the withdrawal or removal of the Nonrecourse Carveout Indemnitor from any current or future position of ownership, management or control of the Obligors; (iv) the accuracy or inaccuracy of the representations and warranties made by the Obligors in any of the Loan Documents; (v) the release of the Obligors or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender's voluntary act or otherwise; or (vi) the modification of the terms of any one or more of the Loan Documents. The Nonrecourse Carveout Indemnitor hereby acknowledges that Lender would not make the Loans but for the personal liability undertaken by the Nonrecourse Carveout Indemnitor herein. The Nonrecourse Carveout Indemnitor agrees that it shall not demand or accept any payment from any Obligor in respect of any amounts owing or paid by the Nonrecourse Carveout Indemnitor hereunder until one year and one day after such time as the Indebtedness shall have been paid in full. (c) Without limitation to any other right or remedy provided to Lender in this Agreement or any of the other Loan Documents, each Obligor acknowledges and agrees that, to the full extent permitted under applicable law, this Agreement and the other Loan Documents upon the occurrence of an Event of Default (i) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings which it, as Lender, in its sole and absolute discretion, shall determine from time to time, (ii) Lender is non-recoursenot required to either marshal assets, except that sell Collateral in any inverse order of alienation, or be subjected to any "one action" or "election or remedies" law or rule, (iii) the Borrower exercise by Lender of any remedies against any Collateral will not impede Lender from subsequently or simultaneously exercising remedies against any other Collateral, (iv) all Liens and other rights, remedies and privileges provided to Lender in this Agreement and in the case other Loan Documents or otherwise shall remain in full force and effect until Lender has exhausted all of a Mortgage Loan with an initial principal balance its remedies against the Collateral and all Collateral has been foreclosed, sold and/or otherwise realized upon and (v) each Property shall be security for the performance of $3,000,000 or more, either: a principal all of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to Obligors' obligations hereunder. Each Obligor acknowledges and agrees that it shall be jointly and severally liable for the obligations of all liabilities, expenses, losses, damages, expenses Obligors under the Loan Documents. (d) Notwithstanding anything to the contrary contained in this Section or claims suffered in any other provision of this Agreement or incurred by the holder in any of the Mortgage Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the BorrowerDocuments, (ii) misapplication or misappropriation of rentsno member, insurance paymentsshareholder, condemnation awardspartner, tenant security deposits or other funds subject to owner of any Obligor or the MortgageNonrecourse Carveout Indemnitor (or any interest therein) or any separate account contract holder, (iii) acts beneficial owner, advisor, consultant, manager, fiduciary, director, officer, employee or agent of materialany of the foregoing, physical waste (orshall have any personal or other liability under the Loan, alternativelythis Agreement or other Loan Documents, 105 except for the failure to repair or restore Obligors and the related Mortgaged Property in accordance with any related Mortgage Loan document, Nonrecourse Carveout Indemnitor to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (provided herein and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerEnvironmental Indemnity.

Recourse. Each Mortgage Loan is non-recourse(a) No recourse shall be had for the Indebtedness against any affiliate of Borrower or any officer, except that the director, partner or equityholder of Borrower and or any such affiliate unless, in the case of an affiliate, expressly set forth in a Mortgage Loan with an initial principal balance Qualified Guarantee or other written agreement to which such affiliate is party. Except for the liabilities of $3,000,000 or moreBorrower under Sections 9.19(b), either: a principal 5.18 and 9.14 and under the Environmental Indemnity and Cooperation Agreement, recourse to the Borrower shall be limited to the Liens of Lender on the Property and the other Collateral. (b) Borrower shall hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of the Borrower who is a natural person under this Section 9.19) resulting from or other individual guarantor who is a natural person, with assets other than arising out of any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following (the “Indemnified Liabilities”): (i) any fraud intentional physical waste with respect to the Property committed or material misrepresentation permitted by the Borrower, the Sponsor or any of their respective Affiliates; (ii) misapplication any fraud or misappropriation intentional misrepresentation committed by Borrower, the Sponsor or any of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, their respective Affiliates; (iii) acts of material, physical waste (or, alternativelythe misappropriation or misapplication by Borrower, the failure to repair Sponsor or restore any of their respective Affiliates of any funds (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the related Mortgaged Property in accordance with violation of the last sentence of Section 5.8(d)); (iv) any related Mortgage Loan documentTransfer of Collateral, to the extent not covered by insurance proceeds paid voluntary or collusive Lien on account Collateral, or Change of damage Control which is the subject of prohibited hereunder; (v) any such repair or restoration which are made available for such purpose to the breach by Borrower or the holder Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vi) the failure of Borrower, at any time, to be a Single-Purpose Entity, if such failure results in material liability unrelated to the Property or consolidation of the Mortgage Loan), Borrower with another entity in connection with a filing of a bankruptcy or similar proceeding in respect of Borrower or such entity; and (iv) violation of applicable environmental laws or breaches of environmental covenants or (vvii) the related Mortgaged Property becoming an asset in a voluntary bankruptcy occurrence of any filing by Borrower under the Bankruptcy Code or insolvency proceeding instituted any joining or colluding by the Borrower, that impairs the ability Borrower or any of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause affiliates (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (aincluding Sponsor) in the event filing of a voluntary bankruptcy filing by an involuntary case in respect of Borrower under the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerBankruptcy Code.

Recourse. Each Mortgage Agent and Lenders shall have full recourse against Borrower for any liability or obligation of Borrower under this Agreement and the other Building Loan is non-recourseDocuments. Neither Lenders nor Agent nor any of them shall have any recourse against, except that or the right to enforce the liability and obligation of, the other Borrower Entities to perform and observe the obligations contained in this Agreement or any other Building Loan Documents by any action or proceeding brought against any such other Borrower Entity other than (1) as expressly provided in the case of a Mortgage Loan with an initial principal balance of $3,000,000 Guaranties, or more, either: a principal of the any other agreement hereafter executed and delivered to Agent by such other Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or Entity in connection with: with the Building Loan or (2) against the collateral granted under the Security Documents or any other Building Loan Document. The provisions of this Section 11.16 shall not (i) constitute a waiver, release or impairment of any fraud obligation evidenced or material misrepresentation secured by any of the Borrower, Building Loan Documents or the NYTC Completion Guaranty; (ii) misapplication affect the validity or misappropriation enforceability of rents, insurance payments, condemnation awards, tenant security deposits any Building Loan Document or other funds subject to the Mortgage, NYTC Completion Guaranty or any of the rights and remedies of Agent thereunder; or (iii) acts impair the right of materialAgent to obtain the appointment of a receiver. No officer, physical waste (ordirector, alternativelymember, the failure to repair shareholder, limited partner, employee, agent, representative, beneficiary or restore the related Mortgaged Property in accordance with trustee of, or any related Mortgage person executing this Agreement or any other Building Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower Document or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset NYTC Completion Guaranty in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting representative capacity on behalf of (solely by virtue of such execution) a Borrower Entity shall ever be personally liable hereunder for the Sellerobligations of such Borrower Entity, all liability of each Borrower Party being expressly limited to such Borrower Entity (or any general partner, joint venturer, or other person having liability for the obligations of such Borrower Entity as a matter of law) and its assets, and all persons dealing with a Borrower Entity must look solely to such Borrower Entity (or any general partner, joint venturer, or other person having liability for the obligations of such Borrower Entity as a matter of law) and its assets for the enforcement of any claim against such Borrower Entity and in no event shall any recourse be had to the private property of any officer, director, member, shareholder, limited partner, employee, agent, representative, beneficiary or trustee of, or any person executing this agreement on behalf of (solely by virtue of such execution), a Borrower Entity.

Recourse. Each Mortgage Loan is non-recourseNotwithstanding the foregoing, except that the Borrower agreement of Lender not to pursue recourse liability as set forth in Section 13.1 above SHALL BECOME NULL AND VOID and shall be of no further force and effect in the case of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal event that any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection withfollowing occur: (i) any fraud Borrower fails to maintain its status as a Special Purpose Entity, as required by, and in accordance with the terms and provisions of Section 4.2 hereof, or material misrepresentation by otherwise breaches the Borrower, single purpose entity covenants of the Loan Documents; (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits Borrower fails to obtain Lender’s prior written consent to any subordinate financing or other funds subject to voluntary lien encumbering the MortgageProperty or any part thereof or any interest therein or any direct or indirect beneficial interest in Borrower (including, without limitation, any mezzanine financing) in violation of the Loan Documents; (iii) acts of materialBorrower fails to obtain Lender’s prior written consent to any assignment, physical waste (ortransfer, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder conveyance of the Mortgage Loan), Property or any part thereof or any interest therein or any direct or indirect beneficial interest in Borrower in violation of the Loan Documents; (iv) violation a receiver, liquidator or trustee of applicable environmental laws Borrower of any guarantor or breaches indemnitor shall be appointed or if Borrower or any guarantor or indemnitor shall be adjudicated as bankrupt or insolvent, or if 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, Borrower or any guarantor or indemnitor or if any proceeding for the dissolution or liquidation of environmental covenants Borrower or of any guarantor or indemnitor shall be instituted by Borrower or any guarantor or any indemnitor; (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller any indemnitor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Borrower or anyone acting on behalf of the Seller.any guarantor or indemnitor;

Recourse. Each Mortgage (a) The Loan is non-recourseand all obligations of Borrower hereunder are fully recourse to Borrower. Except as set forth in Section 9.19(b), except that in the Borrower Recourse Guaranty, in the Environmental Indemnities and in Section 5.19 and in Section 9.14, no recourse shall be had for the case Indebtedness or for the performance or observation of a Mortgage Loan with an initial principal balance of $3,000,000 any other obligation under this Agreement or more, either: a principal any of the Loan Documents against any Affiliate of Borrower who that is not a natural person Borrower itself or any officer, director, partner or equityholder of Borrower or any such Affiliate. (b) Borrower shall indemnify Lender and Agents and hold Lender and Agents harmless from and against any and all Damages to Lender and/or Agents (including the legal and other individual guarantor who is a natural person, with assets other than expenses of enforcing the obligations of Borrower under this Section 9.19 and the Sponsor under the Recourse Guaranty) resulting from or arising out of any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following (the “Indemnified Liabilities”): (i) any fraud or material intentional misrepresentation committed by the Borrower, the Sponsor or any of their respective Affiliates in connection with the Loan; (ii) the misappropriation or misapplication (in violation of the Loan Documents) by Borrower, the Sponsor or any of their respective Affiliates of any funds (including misappropriation or misapplication of rentsRevenues, insurance paymentssecurity deposits, condemnation awards, tenant security deposits or other funds subject to sales proceeds and/or Loss Proceeds and the Mortgage, violation of the last sentence of Section 5.7(d)); (iii) acts any voluntary Transfer of materialCollateral or voluntary Lien which is prohibited hereunder; (iv) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity Agreements; (v) the occurrence of any filing by Borrower or any Property Owner Borrower GP under the Bankruptcy Code or any joining or colluding by Borrower or any Property Owner Borrower or any of their respective Affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower under the Bankruptcy Code; (vi) any material failure of Borrower or any Property Owner Borrower GP to be a Single-Purpose Entity, provided that failure to maintain adequate capital to conduct business operations shall not be considered a material failure of Borrower or any Property Owner Borrower GP to be a Single-Purpose Entity; (vii) the failure of Borrower to deliver any certificates which evidence the equity interests pledged pursuant to the Pledge Agreement to Collateral Agent, together with an executed stock, membership or partnership power, as applicable, in blank; and (viii) any intentional physical waste (or, alternativelywith respect to any Property committed or permitted by Borrower, the failure Sponsor or any of their respective Affiliates. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law against any guarantors (including Sponsors) to the extent allowed by any applicable guarantees (including the Recourse Guaranty). The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Collateral Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section 9.19, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerSponsors.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents or the obligations of Borrower under Section 9.19(b). (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person following: (i) any intentional physical Waste at any of the Properties committed or other individual guarantor who is a natural personpermitted by Borrower, Sponsor, Property Owner, Master Tenant or any of their respective affiliates; provided, however, that no liability shall result under this clause (i) (A) with assets other than respect to alterations made by Borrower, Property Owner or Master Tenant to any interest Property in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses accordance with Section 6.13 hereof or claims suffered or incurred by the holder Section 6.13 of the Mortgage Loan Agreement or (B) if the Properties failed to generate sufficient cash flow to pay for maintenance and repairs at the applicable Property or if funds reserved by reason Lender or Mortgage Lender for such purpose have not been made available to Borrower or Property Owner by Lender or Mortgage Lender to pay such amounts; (ii) any fraud or intentional misrepresentation committed by Borrower, Sponsor, Property Owner, Master Tenant or any of their respective affiliates; (iii) any willful misconduct by Borrower, Sponsor, Property Owner, Master Tenant or any of their respective affiliates (including any litigation or other legal proceeding initiated by such Person in bad faith or which is determined by a court of competent jurisdiction to be frivolous that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default (but in no event including any good faith defense asserted by Borrower, Sponsor, Property Owner or any of their respective Affiliates); (iv) the misappropriation or intentional misapplication by Borrower, Sponsor, Property Owner, Master Tenant or any of their respective affiliates of any funds in violation of the Loan Documents or the Mortgage Loan Documents (including misappropriation or misapplication of Revenues, Master Lease Rent, security deposits and/or Loss Proceeds); (v) any voluntary Debt incurred by Borrower or Property Owner (other than Permitted Debt) if and to the extent the continued existence of such Debt is prohibited hereunder, unless such Debt arises from an insufficiency of cash flow to pay such Debt; (vi) any breach by Borrower, Property Owner or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement, in the Mortgage Loan Documents or in connection with: the Environmental Indemnity (in each case beyond all applicable notice and cure periods set forth in the Loan Documents or the Mortgage Loan Documents); (vii) failure of Property Owner to pay Taxes, charges for labor or materials or other charges that can create liens on any portion of any Property in accordance with the terms and provisions hereof; provided, however, that no liability shall result under this clause (vii) if (A) Lender or Mortgage Lender, as the case maybe, fails to permit cash flow from the Properties to be applied for such purpose or (B) if the Properties failed to generate sufficient cash flow to pay any such amounts when due; (viii) failure of Property Owner to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim; provided, however, that no liability shall result under this clause (viii) if (A) Lender or Mortgage Lender, as the case may be, fails to permit cash flow from the Properties to be applied for such purpose or (B) if the Properties failed to generate sufficient cash flow to pay any such amounts when due; (ix) the failure of Borrower or Property Owner to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower or Property Owner (or any Person merged into Borrower or Property Owner) prior to the Closing Date and (y) Borrower’s or Property Owner’s, as the case may be, ownership (or the ownership of any Person merged into Borrower or Property Owner) of assets prior to the Closing Date that do not constitute a portion of the Collateral or the Mortgage Loan Collateral and/or the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation as described below); provided, however, that no liability shall result under this clause (ix) with respect to (A) failures to pay unsecured trade payables and operational debt incurred in the ordinary course of Borrower’s or Property Owner’s, as the case may be, business if there is insufficient case flow from the Properties (or if funds reserved by Lender or Mortgage Lender, as the case may be, for such purposes have not been made available to Borrower or Property Owner by Lender or Mortgage Lender, as the case may be, to pay such outstanding amounts) and (B) Sponsor is not obligated to fund additional capital to make any loans to Borrower or Property Owner; (x) removal of personal property from any of the Properties after the occurrence and during the continuance of an Event of Default or Mortgage Loan Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (xi) any fees or commissions paid by Borrower or Property Owner to any affiliate in violation of the terms of the Loan Documents or the Mortgage Loan Documents; (xii) transfer taxes resulting from Lender’s exercise of remedies following an Event of Default; (xiii) the contesting or opposition by Borrower, Property Owner, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower or Property Owner; (xiv) any material modification, termination, surrender, waiver or cancellation of any Ground Lease (including pursuant to a Fee Acquisition) in violation of the Loan Documents or the Mortgage Loan Documents; (xv) except as expressly set forth below with respect to full recourse liability in the following paragraph in clause (i), any Transfer occurs in violation of the Loan Documents if such Transfer does not result in (A) a Prohibited Change of Control or (B) a voluntary Transfer of title to all or any portion of the Collateral or the fee title to the real estate comprising the Properties; and (xvi) after a foreclosure (or conveyance-in-lieu of foreclosure) of the Collateral made pursuant to the Loan Documents, the failure of Borrower in bad faith to deliver to Lender all books and records with respect to the Properties then in the possession of Borrower. In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) any fraud Transfer occurs in violation of the Loan Documents if such Transfer results in (A) a Prohibited Change of Control or material misrepresentation by (B) a voluntary Transfer of title to all or any portion of the BorrowerCollateral or the fee title to the real estate comprising the Properties, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits Borrower or other funds subject to the MortgageProperty Owner, (iii) acts Borrower or any of materialits Affiliates or Property Owner or any of its Affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to Borrower or Property Owner, physical waste or Borrower or Property Owner shall have terminated one or more of the Independent Directors for the purpose of facilitating a bankruptcy filing, (oriv) Borrower or Property Owner fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower or Property Owner with any affiliate in a bankruptcy or similar proceeding, or (v) any material modification, termination, surrender, waiver or cancellation of the Master Lease in violation of the Loan Documents or the Mortgage Loan Documents. All of Borrower’s liabilities under this Section 9.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as pledgee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications in Sections 9.19(b) and 9.19(c) below, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except for foreclosure actions or any other appropriate actions or proceedings with respect to the Collateral in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by Guarantor under the Guaranty, Unfunded Obligations Guaranty and Environmental Indemnity and Borrower under the Environmental Indemnity or any guarantor, indemnitor or similar party that the Borrower and in the case of becomes a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal party to any of the foregoing agreements or enters into any replacement guaranties or indemnities (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower who is a natural person shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including reasonable legal and other expenses of enforcing the obligations of Borrower under this Section) resulting from or other individual guarantor who is a natural person, with assets other than arising out of any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following (the “Indemnified Liabilities”): (i) any fraud or material intentional misrepresentation by the Borrower, Guarantor or any Affiliated agent of the foregoing; (ii) intentional misapplication or misappropriation of rentsinsurance proceeds, insurance paymentsLoss Proceeds, condemnation awards, tenant Revenues or security deposits or other funds subject to in violation of the Mortgage, Loan Documents; (iii) acts wrongful removal, destruction or material physical Waste of material, physical waste any material portion of the Collateral; (or, alternatively, the iv) failure to repair apply Available Funds, if any, and if reserved by Lender for such purpose, made available to Borrower, toward payment of any Taxes or restore charges (including charges for labor and materials) that create Liens on the related Mortgaged Property Property, unless (i) contested in good faith and otherwise in accordance with any related Mortgage the terms of the Loan document, Documents or (ii) resulting from Lender’s failure to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available make required disbursements from reserves maintained for such purpose to under the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or Loan Documents; (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted failure to apply Available Funds, if any, and if reserved by the Lender for such purpose, made available to Borrower, that impairs the ability toward payment of the holder of the related Mortgage Loan insurance premiums and insurance deductibles unless resulting from Lender’s failure to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising make required disbursements from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability reserves maintained for such non-recourse exceptions has been granted to purpose under the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller.Loan Documents;

Recourse. Each Mortgage Loan is non-recourseTrustor shall be fully liable under this Deed of Trust. However, except that the Borrower and in the case of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the Borrower, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements as otherwise set forth in Paragraph 39 this section, the liability of the general partners or shareholder of Trustor, if any, under the Note, this Deed of Trust and the Related Agreements shall satisfy such requirement. With respect be limited to clause(v) and satisfied from the Property and the proceeds thereof, the Rents and Profits and all other income arising therefrom, the other assets of Trustor arising out of the Property which are given as collateral for the Note, and any other collateral given in writing to Beneficiary as security for repayment of the Note (all of the foregoing collectively referred to as the “Loan Collateral”); provided, however, that nothing contained in this paragraphsection shall (A) preclude Beneficiary from foreclosing the lien of this Deed of Trust or from enforcing any of its rights or remedies in law or in equity against Trustor, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions (B) constitute a waiver of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing any obligation evidenced by the Borrower Note or secured by this Deed of Trust or any Related Agreements, (bC) limit the right of Beneficiary or Trustee to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or name Trustor as a result party defendant in any action brought under this Deed of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by Trust, the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower Note or any Related Agreements, (D) prohibit Beneficiary or Trustee from pursuing all of its rights and remedies against Trustor, any guarantor or surety, whether or not such guarantor or principal by surety is a partner of Trustor or a Maker under the Seller Note, (E) limit the personal liability of Trustor or anyone acting on behalf any shareholder of Trustor, or any general partner of Trustor, to Beneficiary or Trustee, for misappropriation or misapplication of fluids, fraud, waste, willful misrepresentation or willful damage to the SellerProperty, or (F) preclude Beneficiary from recovering from Trustor and the Indemnitors under that certain Environmental Indemnity Agreement of even date herewith.

Recourse. Each Mortgage Loan is non-recourse(a) Except as expressly set forth in this Section 9.19, except that in Section 1.4(a), in Section 5.18, in Section 9.14, in the Borrower Environmental Indemnity Agreement and in the case Cooperation Agreement, the Loan shall not be recourse to Borrower. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Mortgage Loan with an initial principal balance Document or other written agreement to which such Person is a party. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of $3,000,000 enforcing the obligations of Borrower under this Section 9.19 and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any fraud intentional or material grossly negligent physical Waste with respect to the Property committed or permitted by Borrower, the Sponsor or any of their respective affiliates; (ii) any fraud, willful misconduct or intentional misrepresentation committed by Borrower, the Sponsor or any of their respective affiliates; (iii) the misappropriation or misapplication by Borrower, the Sponsor or any of their respective affiliates of any funds (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (iv) any voluntary Debt if and to the extent prohibited hereunder (for these purposes, Debt will be regarded as voluntary if either incurred voluntarily or if not repaid by Borrower from available cash flow); (v) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vi) any presence of mold on the Property arising due to Borrower’s failure to maintain the Property in accordance with the Loan Documents; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim; (viii) removal of personal property from the Property during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (ix) any fees or commissions paid by Borrower to any affiliate in violation of the terms of this Agreement; (x) any bankruptcy of Borrower, provided that, for the purpose of this clause (x) “Damages” shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause (x) shall be in addition to the full recourse for bankruptcy described below); and (xi) any amounts owed by Borrower from time to time pursuant to Section 5.14(b). In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (i) any Transfer of Collateral, voluntary or collusive Lien on Collateral, or Prohibited Change of Control, (ii) misapplication the occurrence of any filing by Borrower under the Bankruptcy Code or misappropriation any joining or colluding by Borrower or any of rents, insurance payments, condemnation awards, tenant security deposits its affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower under the Bankruptcy Code or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is to be, and to at all times have been, a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such nonSingle-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerPurpose Entity.

Recourse. Each Mortgage Loan is non-recourse(a) Except as set forth in Section 9.19(b), except that in the Environmental Indemnities, in the Cooperation Agreement, in Section 5.18 and in Section 9.14, no recourse shall be had for the Indebtedness against any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate and recourse to Borrower shall be limited to the Liens of Lender on the Properties and the other Collateral. (b) Borrower and the Sponsor (as evidenced by the Sponsor’s signature below) agree to jointly and severally indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of the Borrower and in the case Sponsor under this Section 9.19) resulting from or arising out of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any fraud intentional physical Waste with respect to any of the Properties committed or material misrepresentation permitted by the Borrower, the Sponsor or any of their respective affiliates; (ii) any fraud or intentional misrepresentation committed by Borrower, the Sponsor or any of their respective affiliates; (iii) the misappropriation or misapplication by Borrower, the Sponsor or any of their respective affiliates of any funds (including misappropriation or misapplication of rentsRevenues, insurance payments, condemnation awards, tenant security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (iv) any Transfer of Collateral, the creation of any voluntary Lien on Collateral or the collusion by Borrower or any Affiliate of Borrower in the creation of an involuntary Lien on Collateral, or Change of Control which is prohibited hereunder; (v) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnities; (vi) the failure of Borrower, at any time, to be a Single-Purpose Entity; G▇▇▇▇▇▇ Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (vii) the failure of Borrower to pay any Taxes or to maintain any insurance policies required by this Agreement except to the extent sufficient funds for such payment and maintenance are then held in the Basic Carrying Costs Escrow Account and Lender does not then have the right to cause the application of such funds to the Loan or other funds obligations of Borrower hereunder; (viii) the occurrence of any filing by Borrower under the Bankruptcy Code or any joining or colluding by Borrower or any of its affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower under the Bankruptcy Code; provided that, because the Damages to Lender resulting from the occurrence of an event described in this clause (vii) (including the costs to Lender of delay in realizing upon the Collateral and the additional resources required of Lender in connection with such delay) would be significant but difficult to quantify, the Damages payable to Lender upon such an occurrence shall be deemed to equal 10% of the Loan Amount, which represents Lender’s, Borrower’s and Sponsor’s reasonable and fair estimates of the amount of such Damages and is agreed by such parties to constitute reasonable liquidated damages and not a penalty; and (ix) the failure of Borrower to enforce or of Sponsor to pay and perform its obligations under any guaranty of any Lease to LTF CO. (c) The liability of the Sponsor and Borrower under Section 9.19(b) shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other Person, nor against the Collateral, and shall not be impaired or limited by any event, including, without limitation, the following events, in each case whether occurring with or without notice to the Sponsor or with or without consideration: (i) any extensions of time for performance required by any of the Loan Documents or any extension or renewal of the Notes; (ii) any sale, assignment or foreclosure of the Notes, the Mortgages or any of the other Loan Documents or any sale or transfer of any or all of the Properties; (iii) any Assumption or any other change in the composition of Borrower including the withdrawal or removal of the Sponsor from any current or future position of ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of the representations made by Borrower in any of the Loan Documents; (v) the release of Borrower or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise; or (vi) the modification of the terms of any one or more of the Loan Documents. G▇▇▇▇▇▇ S▇▇▇▇ Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio The Sponsor acknowledges that Lender would not make the Loan but for the personal liability undertaken by the Sponsor in this Agreement and in the Guaranty. The Sponsor agrees that its rights and obligations are subject to the Mortgage, terms and conditions of the Guaranty. (iiid) acts The foregoing limitations on personal liability shall in no way impair or constitute a waiver of material, physical waste (or, alternativelythe validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the United States Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgages or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Collateral Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to s▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerSponsors.

Recourse. Each Mortgage (a) Except for any indemnification by Borrower under this Agreement or any of the other Loan is non-recourseDocuments, the Loan shall not be recourse to Borrower and, subject to Section 9.19(c), Lender’s recourse shall be solely to the Property and the Collateral, except that as set forth below. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Loan Document or other written agreement to which such Person is a party. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section 9.19 and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent physical Waste with respect to the Property or FF&E committed or permitted by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates in violation of the Loan Documents (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (v) voluntary Debt prohibited hereunder, provided that, for the purpose of this clause (v), Debt will be regarded as voluntary if such Debt is incurred voluntarily or incurred involuntarily and not repaid despite the availability of sufficient cash flow from the Property; (vi) any breach by Borrower, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) the failure of Borrower or Operating Lessee to be, and to at all times have been, a Single-Purpose Entity; (ix) removal of personal property or FF&E from the Property during or in anticipation of an Event of Default, unless replaced with personal property or FF&E, as applicable, of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Operating Lessee to any affiliate in violation of the terms of the Loan Documents; (xi) any bankruptcy of Borrower or Operating Lessee, provided that, for the purpose of this clause (xi) “Damages” shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for bankruptcy described below); (xii) the failure of Borrower to maintain the required account balance in the Borrower FF&E Account (it being agreed that Damages in such event shall include the amount of any funds not deposited to the Borrower FF&E Account); and (xiii) any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower (or any Person merged into Borrower) prior to the Closing Date and (y) Borrower’s ownership (or the ownership of any Person merged into Borrower) of assets prior to the Closing Date that do not constitute a portion of the Collateral; and (xiv) any breach by Borrower or Operating Lessee of any representation or covenant contained in the Subordination of Operating Lease. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (i) any unauthorized Transfer of the Property, unauthorized transfer of any of the Collateral (including unauthorized Liens and encumbrances on the Collateral) or Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication the occurrence of any filing by Borrower or misappropriation Operating Lessee under the Bankruptcy Code or any joining or colluding by Borrower, Operating Lessee or any of rentstheir respective affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower or Operating Lessee under the Bankruptcy Code (provided, insurance paymentshowever, condemnation awardsthat if such involuntary case is dismissed within 60 days of such filing the Loan shall not be fully recourse to Borrower and Sponsor, tenant security deposits however Borrower and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or other funds subject related to the Mortgage, filing of such involuntary case) or (iii) acts the failure of materialBorrower to be, physical waste and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (oror the filing of a motion for substantive consolidation in bankruptcy citing any such failure, alternativelyprovided, however, that if such motion is dismissed within 60 days of filing the Loan shall not be fully recourse to Borrower and Sponsor, however Borrower and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or related to such motion). The Loan shall be fully recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset Sponsor except as required in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan order to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage (a) Except for any indemnification by Borrower under this Agreement or any of the other Loan Documents, the Indebtedness shall not be recourse to Borrower. In addition, no recourse shall be had for the Indebtedness against any other Person, including any affiliate or officer, director, partner, equityholder (whether direct or indirect), employee or agent of Borrower (other than Sponsor), Sponsor or any other Person, unless expressly set forth in a Loan Document. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages actually incurred by Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section 9.19 and Sponsor under the Guaranty) resulting from or arising out of any of the following (the “Indemnified Liabilities”) (but subject to the last paragraph of this Section 9.19(b)), which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Guaranty (subject to the provisions of the Guaranty): (i) any intentional physical Waste with respect to any Property committed or permitted by Borrower, Sponsor or any of their respective affiliates; (ii) any fraud or intentional misrepresentation relating to the Loan committed by Borrower, Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, the Sponsor or any of their respective affiliates in connection with the Loan in violation of the Loan Documents (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits (including any violation of the last sentence of Section 5.7(d)) and/or Loss Proceeds); (v) any voluntary Debt (other than mechanic’s liens that are Permitted Encumbrances) if and to the extent the continued existence of such Debt is non-recourseprohibited hereunder (for these purposes, except that Debt will be regarded as voluntary if either (a) incurred voluntarily, or (b) incurred involuntarily but subsequently not repaid despite the Borrower and availability of sufficient cash flow from the Properties) subject, in the case of involuntarily incurred Debt, to Borrower’ right to contest the same pursuant to Section 6.4); (vi) the failure of Borrower to be, and to at all times have been, a Mortgage Loan Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with an initial principal balance any affiliate of $3,000,000 Borrower (other than another Borrower) in a bankruptcy or more, either: similar proceeding (or the filing by Borrower or any affiliate of Borrower of a principal motion to substantively consolidate Borrower with any affiliate of the Borrower who (other than another Borrower)); (vii) with respect to each Borrower that is a natural person or other individual guarantor who is so-called “recycled entity”, the failure of such Borrower to have been, in any material respect, a natural person, with Single-Purpose Entity since its formation to the extent relating to the operating history of such Borrower prior to the Closing Date and/or the ownership of assets by such Borrower (other than any interest such assets that constitute Collateral) prior to the Closing Date; (viii) removal of personal property from any Property during an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (ix) any Transfer of any portion of the Property that constitutes real property in violation of the Loan Documents (other than a Mortgage Foreclosure) and/or any Prohibited Change of Control; and (x) any voluntary action by Borrower or any affiliate of Borrower to create or cause a Lien on the Property (other than a Permitted Encumbrance). In addition to the foregoing, (i) the Unfunded Obligation Amounts shall be fully recourse to Borrower and Sponsor, jointly and severally, pursuant to, and subject to the provisions of, Section 3.8(b) and the Guaranty and (ii) the Loan shall be fully recourse to Borrower and Sponsor (pursuant to, and subject to the provisions of, the Guaranty), jointly and severally, upon the occurrence of any filing by Borrower under the Bankruptcy Code or any joining or colluding by Borrower or any of its affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower has agreed under the Bankruptcy Code; provided, however, that the liability of Sponsor pursuant to be jointly and severally liable for all liabilitiesthis sentence shall not exceed, expensesin the aggregate, losses, damages, expenses or claims suffered or incurred by the holder an amount equal to 25% of the Mortgage then-outstanding Principal Indebtedness. For the avoidance of doubt, the liabilities described in the immediately preceding sentence are included in the definition of “Indemnified Liabilities”. Notwithstanding anything to the contrary in this Section 9.19 or otherwise in any Loan by reason Document, in no event shall Indemnified Liabilities or the Guaranteed Obligations (as defined in the Guaranty) include Damages or other liabilities arising as a result of the actions or in connection with: omissions of (i) any fraud Person other than (A) Borrower or material misrepresentation any other Person that is controlled by Sponsor or any affiliate of Sponsor or (B) a Person to whom direct or indirect equity interests in Borrower have been transferred in violation of the BorrowerLoan Documents, (ii) misapplication Lender, any lender of a Mezzanine Loan or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits their respective designees or other funds subject to the Mortgage, (iii) acts from and after the completion of materiala Mezzanine Foreclosure, physical waste Borrower or any borrower under a Mezzanine Loan. (or, alternativelyc) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees (including any right to seek personal judgment against any such guarantors pursuant to and in accordance with the terms of any such guarantees). The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerSponsor.

Recourse. Each The Mortgage Loan is non-recourse, except that the Borrower and in the case of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the Borrower, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan)) , (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(vclause (v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower (but not any Exculpated Person, except Sponsor) shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent material physical Waste at the Property committed or permitted by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (ii) any fraud or material willful misrepresentation committed by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Operating Lessee the Sponsor or any of their respective affiliates (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or intentional misapplication by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents, including misappropriation or intentional misapplication of Revenues, security deposits, Loss Proceeds (to the extent not applied toward repayment of the Loan or restoration of the Property pursuant to this Agreement) and/or amounts contained in the Hyatt FF&E Account or Hyatt Operating Account; (v) any voluntary Debt incurred by Borrower or Operating Lessee if and to the extent the continued existence of such Debt is prohibited hereunder (excluding , however, any Debt that constituted Permitted Debt on the date that it was incurred); (vi) any breach by Borrower, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided cash flow from the Property is sufficient for such purpose and Lender permits the same to be applied for such purpose (and neither Borrower nor Sponsor shall have an liability under this clause (vii) for Damages that arise from Lender’s failure to properly apply amounts reserved by Lender, if any, for the purpose of paying insurance premiums); (viii) the failure of Borrower or Operating Lessee to be, and to at all times have been, a Single-Purpose Entity (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below), except for the unilateral resignation of an Independent Director; (ix) removal of personal property or FF&E from the Property during or in anticipation of an Event of Default, except as a result of obsolescence or unless replaced with personal property or FF&E of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Operating Lessee to any affiliate in violation of the terms of the Loan Documents; (xi) the failure to fund the Hyatt FF&E Account pursuant to the Hyatt Management Agreement (it being agreed that Damages in such event shall include the amount of any funds not deposited into the Hyatt FF&E Account), provided cash flow from the Property is sufficient for such purpose and Lender permits the same to be applied for such purpose; and (xii) any unauthorized Lien on any Collateral Account, the Hyatt Operating Account or the Hyatt FF&E Account committed or consented to by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates in violation of the Loan Documents. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or any unauthorized transfer of any Collateral Account, the Hyatt Operating Account, the Hyatt FF&E Account or any Prohibited Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to any Required SPE, physical waste or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower and/or Operating Lessee with any affiliate in a bankruptcy or similar proceeding. The Loan shall be recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage (a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its Affiliates, or any Exculpated Person, except for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan is Documents. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section and Guarantor under the Recourse Guaranty) resulting from or arising out of any of the following (the “Indemnified Liabilities”), which Indemnified Liabilities shall be guaranteed by Guarantor pursuant to the Recourse Guaranty: (i) Any wrongful removal at the Property of any personal property, fixtures or other Collateral following the occurrence and during the continuance of an Event of Default (other than the replacement or other disposition of obsolete or non-recourseuseful personal property and fixtures in the ordinary course of business or as otherwise permitted pursuant to the terms hereof), except that or intentional physical Waste, in each case, committed or permitted by any Borrower Party or any Controlled Affiliate of any such Borrower Party; (ii) any fraud, willful misconduct or material misrepresentation committed by any Borrower Party or any Controlled Affiliate thereof, including, without limitation, knowing material misstatements in securitization offering materials approved by Borrower (which approved sections shall only include factual matters related to the Borrower Parties and the Property); (iii) intentionally blank; (iv) the misappropriation or misapplication by any Borrower Party or any Controlled Affiliate thereof of any funds in violation of the Loan Documents (including misappropriation or misapplication of Loss Proceeds, Revenues, Loan proceeds and/or security deposits and including a failure by Borrower to deliver to Lender any bond or other instrument held by Borrower in lieu of a cash security deposit following foreclosure of the Mortgage, the appointment of a receiver or any other exercise of Lender’s remedies under the Loan Documents); (v) any voluntary incurrence of Debt, other than Permitted Debt; excluding any Debt incurred as a result of a failure to pay any Budgeted Operating Expenses to the extent that, after cash flow at the Property has been disbursed from the Cash Management Account in accordance with Section 3.2, the cash flow made available to pay such Budgeted Operating Expenses is insufficient to pay such Budgeted Operating Expenses; (vi) the filing by any Borrower Party or any Affiliate thereof (but not a bankruptcy trustee or receiver on behalf of any of the foregoing) of a motion for substantive consolidation of Borrower into another entity citing the breach of any covenant set forth in Section 6.15 as a primary factor in such motion; (vii) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account in accordance with Section 3.2) to pay or maintain the Policies or to pay the amount of any deductible required thereunder following a Casualty or other insurance claim, excluding any such failure resulting from Lender’s failure to disburse funds from cash flow at the Property that are sufficient to pay such amounts; (viii) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account in accordance with Section 3.2) to pay Property Taxes, excluding any such failure resulting from Lender’s failure to disburse funds from cash flow at the Property that are sufficient to pay such Property Taxes; (ix) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account) in accordance with Section 3.2) to pay charges (including charges for labor and materials) that results in a Lien on the Property, unless contested by Borrower in good faith and otherwise in accordance with the terms of this Agreement and the other Loan Documents; (x) the material breach of Section 6.15 excluding any breach resulting solely from a failure of the Property to generate sufficient cash flow or a failure of Guarantor to contribute additional capital; (xi) any Borrower Party or any Affiliate of any Borrower Party raises defenses to Lender’s pursuit of any remedies under the Loan Documents, which defenses are found by a court of competent jurisdiction to be without merit and raised in bad faith; (xii) any liabilities of Borrower related to Borrower’s ownership of assets, if any, prior to the date hereof that do not constitute collateral for the Loan; and (xiii) any fees or commissions paid by Borrower to any Affiliate in violation of the terms of the Loan Documents, it being understood that Approved Manager shall be entitled to be paid its then current management fees at all times while it is performing services under the Approved Management Agreement. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Guarantor, jointly and severally, if: (i) there is any (a) Transfer of a fee interest in the Property or a ground lease or Master Lease of the Property, or (b) Transfer of any direct or indirect equity interests in Borrower that causes a change of Control of Borrower, in each case, in violation of the terms of this Agreement; provided, that a mechanics’ or materialmens’ liens shall not constitute a Transfer in violation of the Loan Documents for purposes hereof; (ii) Borrower encumbers the Property or any other Collateral, in each case, to secure additional financing, or Borrower’s equityholders incur prohibited mezzanine financing, in each case, without the prior written consent of Lender; (iii) any petition for bankruptcy, insolvency, dissolution or liquidation under the Bankruptcy Code or any similar federal or state law is voluntarily filed by Borrower, consented to, or acquiesced in by, any Borrower Related Party; (iv) any Borrower Related Party shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Borrower; or (v) Borrower fails to comply with any representation, warranty or covenant set forth in Section 6.15 hereof or failing to maintain its status as a Single- Purpose Entity, as required by, and in accordance with, the terms and provisions of this Agreement that results in a substantive consolidation of Borrower with any of its Affiliates. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Note, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after the occurrence and during the continuance of an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Notes (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the case event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal Lender to accelerate the maturity of the Borrower who is a natural person Notes upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or other individual guarantor who is a natural personbe construed to impair the right of Lender to seek personal judgments, with assets other than any interest in the Borrower has agreed and to be enforce all rights and remedies under applicable Legal Requirements, jointly and severally liable for all liabilities, expenses, losses, damages, expenses against any indemnitors and guarantors to the extent allowed by any applicable Loan Documents. The provisions set forth in this Section are not intended as a release or claims suffered or incurred by the holder discharge of the Mortgage obligations due under the Notes or under any Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the BorrowerDocuments, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan documentbut are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower's obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender's remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an . Exculpated Person) under the Loan Documents. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of.he following (the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: "Indemnified Liabilities"): (i) any intentional or grossly negligent physical Waste at the Property committed or permitted by Borrower, Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Sponsor or any of their respective affiliates (including any litigation or other legal proceeding initiated by such Person in bad faith that delays, opposes impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds); (v) any voluntary Debt if and to the extent the continued existence of such Debt is prohibited hereunder; (vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) any violation of or misrepresentation in connection with Section 4.17 of this Agreement or any violation of or failure to comply with Section 6.15 of this Agreement; (ix) removal of personal property from the Property during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by Borrower to any affiliate in violation of the terms, of the Loan Documents; (xi) any bankruptcy of any Required SPE, provided that, for this purpose "Damages" shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for bankruptcy described below); (xii) for any loss or damage suffered by Lender as a result of or in any way related to the Assignment Transaction (as defined in the Security Instrument); (xiii) the contesting or opposition by Borrower, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower; (xiv) the Prior Owned Property; and (xv) the failure of Borrower to pay the applicable Yield Maintenance Premium and all costs and expenses incurred by Lender with respect to a prepayment in accordance with Section 3.12(d). In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or any other Collateral (including unauthorized Liens and encumbrances on the Collateral) or Prohibited Change of Control or Prohibited Pledge, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to any Required SPE, physical waste or any Required SPE shall have terminated any Independent Director for the purpose of facilitating a bankruptcy filing, or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender's right to s▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect Collateral. (d) For the purposes of this Section 9.19, "affiliate" or "affiliated" means as to clause (iv) any Person, any other Person that, directly or indirectly, is in this paragraphControl of, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired Controlled by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for is under common Control with such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerPerson.

Recourse. Each Mortgage Loan is non-recourse, except that the Borrower and in the case of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: (i) any fraud or material misrepresentation by the Borrower, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan)) , (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower (but not any Exculpated Person, except Sponsor) shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent material physical Waste at any of the Properties committed or permitted by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (ii) any fraud or material willful misrepresentation committed by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Operating Lessee the Sponsor or any of their respective affiliates (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or intentional misapplication by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents, including the failure to comply with the first sentence of Section 3.1(a) and misappropriation or intentional misapplication of Revenues, security deposits, Loss Proceeds (to the extent not applied toward repayment of the Loan or restoration of any of the Properties pursuant to this Agreement) and/or amounts contained in the Approved FF&E Account or Approved Operating Account; (v) any voluntary Debt incurred by Borrower or Operating Lessee if and to the extent the continued existence of such Debt is prohibited hereunder (excluding , however, any Debt that constituted Permitted Debt on the date that it was incurred); (vi) any breach by Borrower, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided cash flow from the Properties is sufficient for such purpose (it being agreed that cash flow from the Properties shall be deemed to have been sufficient if cash flow during the immediately prior policy year would have been sufficient to accumulate sufficient funds in a reserve account to fully pay premiums for the Policies for the policy year in question, had Lender been reserving funds in respect of the Policies during such immediately prior policy year) and Lender permits the same to be applied for such purpose, (and neither Borrower nor Sponsor shall have an liability under this clause (vii) for Damages that arise from Lender’s failure to properly apply amounts reserved by Lender, if any, for the purpose of paying insurance premiums); (viii) the failure of Borrower or Operating Lessee to be, and to at all times have been, a Single-Purpose Entity (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below), except for the unilateral resignation of an Independent Director; (ix) removal of personal property or FF&E from any of the Properties during or in anticipation of an Event of Default, except as a result of obsolescence or unless replaced with personal property or FF&E of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Operating Lessee to any affiliate in violation of the terms of the Loan Documents; (xi) the failure to fund either Approved FF&E Account in accordance with this Agreement (it being agreed that Damages in such event shall include the amount of any funds not deposited into the Approved FF&E Account), provided cash flow from the applicable Property is sufficient to fund the applicable Approved FF&E Account and Lender permits the same to be applied for such purpose; (xii) the failure to convert the Hyatt Herald Square into a Hyatt branded hotel pursuant to the Capital Plan and for the same to be open for business as a “Hyatt” branded hotel, in each case, on or before June 30, 2015; and (xiii) any claims or demands by Holiday Hospitality Franchising, Inc. as a result of the termination of the Holiday Inn Franchise Agreement. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of any of the Properties or any unauthorized transfer of any Collateral Account, the Approved Operating Account, the Approved FF&E Account or any Prohibited Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to any Required SPE, physical waste or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower and/or Operating Lessee with any affiliate in a bankruptcy or similar proceeding. The Loan shall be recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage (a) Except for any indemnification by Borrower under this Agreement or any indemnification by Borrower or Sponsor under any of the other Loan is non-recourseDocuments, Lender’s recourse shall be solely to Borrower, the Property and the Collateral, except that as set forth below. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Loan Document or other written agreement to which such Person is a party. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case reasonable and actual out-of-pocket legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section 9.19 and the Sponsor under the Guaranty and the Completion Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any fraud intentional or material misrepresentation grossly negligent physical Waste with respect to any of the Properties or FF&E committed or consented to by the Borrower, Operating Lessee, Sponsor or any of their respective Affiliates; (ii) misapplication any fraud or misappropriation intentional misrepresentation committed by Borrower, Operating Lessee, Sponsor or any of rentstheir respective Affiliates, insurance paymentsin each case, condemnation awards, tenant security deposits in connection with the Loan or other funds subject to the Mortgage, any Collateral; (iii) acts any bad faith willful misconduct by Borrower, Sponsor or any of materialtheir respective Affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, physical waste opposes impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default and (or2) any refusal by Borrower to comply with Section 5.9 hereof); (iv) the misappropriation or misapplication by Borrower, alternativelyOperating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents, including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d) (for the avoidance of doubt, neither Borrower nor Sponsor shall have any liability for the failure of Lender or the Cash Management Bank to properly apply funds contained in the Collateral Accounts, provided Lender’s or Cash Management Bank’s access to such funds is not obstructed or interfered with in any way by the activities of Borrower or its Affiliates or by any action or proceeding affecting any of them or the Collateral); (v) the incurrence of voluntary Debt of Borrower or Operating Lessee prohibited hereunder, provided that, for the purpose of this clause (v), Debt will be regarded as voluntary if such Debt is incurred voluntarily or incurred involuntarily and not repaid despite the availability of sufficient cash flow from the Property and Lender permits such cash flow to be used to repay such Debt; (vi) any breach by Borrower, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to repair pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim despite the availability of sufficient cash flow from the Property, provided Lender permits cash flow from the Properties to be applied for such purpose; (viii) the failure of any of Borrower, Operating Lessee and/or Operating Lessee Pledgor to be, and to at all times have been, a Single-Purpose Entity, including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower or Operating Lessee (or any Person merged into Borrower or Operating Lessee) prior to the Closing Date and (y) Borrower’s and/or Operating Lessee’s ownership (or the ownership of any Person merged into Borrower) of assets prior to the Closing Date that do not constitute a portion of the Collateral; (ix) removal of personal property or FF&E by Borrower, Operating Lessee or any Affiliate thereof from any of the Properties during an Event of Default, unless replaced with personal property or FF&E, as applicable, of the same utility and of the same or greater value and utility; (x) the payment of any fees or commissions by Borrower or Operating Lessee to any Affiliate in violation of the terms of the Loan Documents; (xi) the failure of any of the Properties to comply with all applicable zoning requirements, including the failure to have certificates of occupancy that permit the use of the Properties as transient hotels (but excluding Damages arising from an inability to restore any Property to its condition prior to a Casualty due to Legal Requirements that prohibit the related Mortgaged Property same in connection with a Casualty that destroys 75% or more of the Property), and any enforcement action sought by any Governmental Authority in respect thereof; (xii) the failure of Borrower and Operating Lessee to renew the term of any Operating Lease; and (xiii) the failure of Borrower to maintain the required account balance in the Borrower FF&E Account (it being agreed that Damages in such event shall include the amount of any funds not deposited to the Borrower FF&E Account); In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (A) any Change of Control, unauthorized Transfer of any portion of one or more of the Properties constituting real property or unauthorized Liens and encumbrances on any portion of one or more of the Properties constituting real property (except for mechanic’s liens and similar Liens that are addressed by Borrower or Operating Lessee in accordance with clause (iv) of the definition of Permitted Encumbrances), in each case, in violation of the Loan Documents, (B) the occurrence of any filing by any of Borrower, Operating Lessee or Operating Lessee Pledgor under the Bankruptcy Code or any joining or colluding by any of Borrower, Operating Lessee or Operating Pledgor or any of their respective Affiliates (including Sponsor) with the intent to cause the filing of an involuntary case in respect of any Borrower or Operating Lessee under the Bankruptcy Code (provided, however, that if such involuntary case is dismissed within 60 days of such filing the Loan shall not be fully recourse to Borrower and Sponsor, however Borrower and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or related to the filing of such involuntary case) or (C) the failure of any Borrower, Operating Lessee or Operating Lessee Pledgor to be, and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of such Borrower with any Affiliate (other than a co-Borrower under the Loan) in a bankruptcy or similar proceeding (or the filing of a motion by any Person other than Lender for substantive consolidation in bankruptcy citing any such failure, provided, however, that if such motion is dismissed within 120 days of filing the Loan shall not be fully recourse to Borrower and Sponsor, however Borrower and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or related to such motion). The Loan shall be fully recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. The liability of the Persons comprising Sponsor for each of clauses (i) through (xvi) and (A), (B) and (C) of this Section 9.19(b) shall be either several or joint and several, as described in the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset Sponsor except as required in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan order to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents or the obligations of Borrower under Section 8.19(b). (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case actual and documented legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following: (i) any intentional physical Waste at any of the Properties committed or permitted by Borrower, Sponsor or any of their respective affiliates, subject to the Property generating sufficient cash flow to prevent such Waste (taking into account all other costs and expenses of the Loan and the operation of the Property) and such cash flow being made available to Borrower for such purposes; (ii) any fraud or intentional misrepresentation in connection with the Loan committed by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates; (iii) any willful misconduct in connection with the Loan by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default and (2) any refusal by Borrower to comply with Section 5.9 hereof); (iv) the misappropriation or misapplication by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates, of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds); (v) any voluntary Debt constituting indebtedness for borrowed money if and to the extent the continued existence thereof is prohibited hereunder; (vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided that (i) cash flow from the Properties is sufficient to pay the cost of the Policies or any deductible or other insurance claim (taking into account all other costs and expenses of the Loan and the operation of the Property) and (ii) Lender permits such cash flow to be applied for such purpose; (viii) the failure of any Required SPE to be, and to at all times have been, a Single-Purpose Entity and the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below); (ix) removal of personal property from any of the Properties during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility, except to the extent Borrower reasonably determines that replacement is not necessary and failure to replace would not have a Material Adverse Effect; (x) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents; and (xi) the contesting or opposition by Borrower, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower. In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any voluntary Transfer of any of the Properties or any other material misrepresentation by Collateral (including Liens and encumbrances on the BorrowerCollateral arising from secured Debt that is not permitted hereunder), in each case, to the extent such Transfer is not permitted under this Agreement or the other Loan Documents, or any voluntary Prohibited Change of Control or voluntary Prohibited Equity Pledge, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation liquidation under the Bankruptcy Code or any similar federal or state law of rentsany Required SPE is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to any Required SPE, physical waste or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (except where Lender has sought such consolidation) or the filing by Borrower any affiliate of Borrower of a motion for substantive consolidation in a bankruptcy of Borrower citing such failure. All of Borrower’s liabilities under this Section 8.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents or the obligations of Borrower under Section 9.19(b). (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following: (i) any intentional physical Waste at any of the Properties committed or permitted by Borrower, Sponsor, Master Tenant or any of their respective affiliates; provided, however, that no liability shall result under this clause (i) (A) with respect to alterations made by Borrower or Master Tenant to any Property in accordance with Section 6.13 hereof or (B) if the Properties failed to generate sufficient cash flow to pay for maintenance and repairs at the applicable Property or if funds reserved by Lender for such purpose have not been made available to Borrower by Lender to pay such amounts; (ii) any fraud or intentional misrepresentation committed by Borrower, Sponsor, Master Tenant or any of their respective affiliates; (iii) any willful misconduct by Borrower, Sponsor, Master Tenant or any of their respective affiliates (including any litigation or other legal proceeding initiated by such Person in bad faith or which is determined by a court of competent jurisdiction to be frivolous that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default (but in no event including any good faith defense asserted by Borrower, Sponsor or any of their respective Affiliates); (iv) the misappropriation or intentional misapplication by Borrower, Sponsor, Master Tenant or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, Master Lease Rent, security deposits and/or Loss Proceeds); (v) any voluntary Debt (other than Permitted Debt) if and to the extent the continued existence of such Debt is prohibited hereunder, unless such Debt arises from an insufficiency of cash flow to pay such Debt; (vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity (in each case beyond all applicable notice and cure periods set forth in the Loan Documents); (vii) failure to pay Taxes, charges for labor or materials or other charges that can create liens on any portion of any Property in accordance with the terms and provisions hereof; provided, however, that no liability shall result under this clause (vii) if (A) Lender fails to permit cash flow from the Properties to be applied for such purpose or (B) if the Properties failed to generate sufficient cash flow to pay any such amounts when due; (viii) failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim; provided, however, that no liability shall result under this clause (viii) if (A) Lender fails to permit cash flow from the Properties to be applied for such purpose or (B) if the Properties failed to generate sufficient cash flow to pay any such amounts when due; (ix) the failure of Borrower to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower (or any Person merged into Borrower) prior to the Closing Date and (y) Borrower’s ownership (or the ownership of any Person merged into Borrower) of assets prior to the Closing Date that do not constitute a portion of the Collateral and/or the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation as described below); provided, however, that no liability shall result under this clause (ix) with respect to (A) failures to pay unsecured trade payables and operational debt incurred in the ordinary course of Borrower’s business if there is insufficient case flow from the properties (or if funds reserved by Lender for such purposes have not been made available to Borrower by Lender to pay such outstanding amounts) and (B) Sponsor is not obligated to fund additional capital to make any loans to Borrower; (x) removal of personal property from any of the Properties after the occurrence and during the continuance of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (xi) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents; (xii) intentionally omitted; (xiii) the contesting or opposition by Borrower, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower; (xiv) any material misrepresentation by modification, termination, surrender, waiver or cancellation of any Ground Lease (including pursuant to a Fee Acquisition) in violation of the BorrowerLoan Documents; (xv) except as expressly set forth below with respect to full recourse liability in the following paragraph in clause (i), any Transfer occurs in violation of the Loan Documents if such Transfer does not result in (A) a Prohibited Change of Control or (B) a voluntary Transfer of title to all or any portion of the fee title to the real estate comprising the Properties. In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) any Transfer occurs in violation of the Loan Documents if such Transfer results in (A) a Prohibited Change of Control or (B) a voluntary Transfer of title to all or any portion of the fee title to the real estate comprising the Properties, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the MortgageBorrower, (iii) acts Borrower or any of materialits Affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to Borrower, physical waste or Borrower shall have terminated one or more of the Independent Directors for the purpose of facilitating a bankruptcy filing, (oriv) Borrower fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding, or (v) any material modification, termination, surrender, waiver or cancellation of the Master Lease in violation of the Loan Documents. All of Borrower’s liabilities under this Section 9.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings against Borrower in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents; provided however such foreclosure or appropriate actions or proceedings against Borrower shall, in no event, seek to enforce Borrower’s obligation to pay the Indebtedness or other personal judgments against Borrower. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following: (i) any intentional physical Waste at the Property committed or permitted by Borrower, Sponsor or any affiliate Controlled by Borrower and/or Sponsor; (ii) any fraud or material intentional misrepresentation in connection with the Loan committed by Borrower, Sponsor or any affiliate Controlled by Borrower and/or Sponsor; (iii) any willful misconduct by Borrower, Sponsor or any affiliate Controlled by Borrower and/or Sponsor (including any bad faith interference by Borrower, Sponsor or any affiliate Controlled by Borrower and/or Sponsor with the exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, Sponsor or any affiliate Controlled by Borrower and/or Sponsor of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds); (v) any voluntary Debt incurred by Borrower if and to the extent the continued existence of such Debt is prohibited hereunder; (vi) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided that current cash flow is sufficient and available pursuant to the Approved Management Agreement for payment of same and provided Lender permits cash flow from the Property to be applied for such purpose; (vii) the failure of Borrower to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower (or any Person merged into Borrower) prior to the Closing Date and (y) Borrower’s ownership (or the ownership of any Person merged into Borrower) of assets prior to the Closing Date that do not constitute a portion of the Collateral; (viii) removal of personal property by Borrower from the Property outside of the ordinary course of business during the continuance of an Event of Default in violation of the Loan Agreement, unless replaced with personal property of the same utility and of the same or greater value and utility; and (ix) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or any other Collateral (including voluntary Liens and encumbrances on the Collateral other than Permitted Encumbrances) or Prohibited Change of Control or Prohibited Pledge, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the MortgageBorrower, (iii) acts Borrower or any of materialits affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to Borrower, physical waste or Borrower shall have terminated one or more of the Independent Directors for the purpose of facilitating a bankruptcy filing, or (oriv) Borrower fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding. All of Borrower’s liabilities under this Section 9.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Note(s), or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note during the continuance of an Event of Default in accordance with the Loan Documents, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan Documents. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent provided in this Section, on Lender’s right to ▇▇▇ for a deficiency or seek a personal judgment except as required in order to realize on the Collateral. (d) For the avoidance of doubt, the failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or pay trade payables as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by insufficient cash flow from the Borrower. No waiver of Property shall not trigger liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Sellerunder this Section 9.19.

Recourse. Each Mortgage With respect to Loan is non-recourse18, except that Colonial Mall ▇▇▇▇▇ Place, Loan shall be recourse to the Borrower and in the case extent of a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or losses incurred by the holder of the Mortgage Loan by reason Lender arising out of or in connection with: : (i) any fraud fraud, intentional misrepresentation, or material misrepresentation willful misconduct by the Borrower, or Guarantor in connection with the Loan; (ii) misapplication the material breach of any material representation, warranty, covenant or misappropriation indemnification provision in any Loan Document concerning environmental laws or hazardous substances, and any indemnification of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, Lender with respect thereto contained in any Loan Document; (iii) acts any act of material, material physical waste (of the Property or any material portion thereof, committed or permitted by Borrower or Guarantor through its gross negligence or willful misconduct, or, alternativelyduring the continuance of any Event of Default, the failure to repair removal or restore disposal of any portion of the related Mortgaged Property (except as otherwise permitted by the Loan Documents); (iv) the misapplication (in accordance with contravention of the Loan Documents), misappropriation, or conversion by Borrower, Guarantor, or any related Mortgage Loan document, to affiliate of the extent not covered by foregoing of (A) any insurance proceeds paid on account of damage which is the subject by reason of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan)casualty, (ivB) violation of applicable environmental laws any condemnation proceeds received in connection with any taking or breaches of environmental covenants (C) any rents or security deposits; (v) any gross negligence or criminal act by Borrower or Guarantor that results in forfeiture, seizure, or loss of the related Mortgaged Property becoming or any material portion thereof; (vi) any breach of Section 4.23 of the Loan Agreement; or (vii) an Event of Default occurs under Section 8.1(d) of the Loan Agreement. Loan shall be fully recourse to Borrower in the event of: Borrower files a voluntary petition, or the Property or any portion thereof becomes an asset in a voluntary bankruptcy or similar proceeding, under the U.S. Bankruptcy Code or any other federal or state bankruptcy or insolvency proceeding instituted law, or (2) Guarantor or any Affiliate, officer, director, or representative of Borrower or Guarantor consents to or colludes in the filing of, or Borrower consents to or colludes in the filing of, an involuntary petition under the U.S. Bankruptcy Code or any other federal or state bankruptcy or insolvency law against Borrower. Except to the extent that environmental Losses are caused by Lender or any other Indemnified Party, the Borrower, that impairs the ability environmental indemnitor and Borrower indemnifies Lender and other indemnified parties from losses directly or indirectly arising out of or in any way relating to any one or more of the holder following: (a) any past, present, or threatened Release of Hazardous Substances in, on, above, under, from or affecting the Property or any remediation thereof; (b) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (c) any misrepresentation or inaccuracy in any representation or warranty concerning Hazardous Substances; and (d) any breach of the related Mortgage Environmental Indemnity Agreement or the representations and covenants in the Loan to enforce its lien on the related Mortgaged PropertyAgreement. With respect to clause (iv) Loan ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Portfolio, the recourse provisions in this paragraphthe Mortgage Loan documents with respect to waste and misappropriation of tenant security deposits, environmental rent, insurance meeting the requirements set forth proceeds and condemnation awards provide that any such waste or misappropriation must be intentional in Paragraph 39 shall satisfy such requirementorder for recourse liability to apply. With respect to clause(v) in this paragraphLoan 129, such requirement Beloit Mall, the Guarantors are guarantors as to payment of the $ 900,000.00 pursuant to an Additional Guaranty which will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions released upon receipt of the Mortgage Loan documents shall not be applicable an estoppel in form acceptable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising lender from such non-applicability) either (a) in the Asia Buffet as long as these has been no event of a voluntary bankruptcy filing by default under the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Sellerloan documents.

Recourse. Each Mortgage Notwithstanding any provisions of Section 10.1, Borrower shall be personally liable to Lender and Lender shall have full recourse to Borrower to the extent provided below in connection with the Indebtedness and the Loan is non-recourse, except that the Borrower and in the case of nothing above shall be deemed to constitute a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal waiver of the rights of Lender to enforce the liability and obligation of Borrower who is a natural person under the terms of this Agreement, by money judgment or other individual guarantor who is a natural personotherwise, with assets other than any interest in for the Borrower has agreed to be jointly payment and severally liable for satisfaction of all liabilities, expenses, of the following: (a) All losses, damages, expenses or claims suffered or damages and costs incurred by the Lender, or any subsequent holder of the Mortgage Loan Note, arising from any of the following acts by reason or on behalf of Borrower: (i) any misrepresentation by or on behalf of Borrower in connection withwith the Loan except if covered under Section 10.2(b)(ii); (ii) misappropriation of funds in violation of specific provisions of the Loan Documents, including without limitation: (i) any fraud or material misrepresentation by use of Revenues generated after a default under the BorrowerLoan Documents for purposes other than payment of Eligible Expenses and amounts due under the Loan Documents, and (ii) misapplication the use or misappropriation disbursement of rentsRevenues which itself constitutes a default under the Loan Documents; (iii) any use of Loss Recoveries, insurance lease termination payments, condemnation awards, real property tax refunds and tenant security deposits for purposes other than as designated pursuant to the Loan Documents; (iv) failure to cause all Revenues to be promptly deposited into the Blocked Account in accordance with the requirements of the Loan Documents; (v) any physical waste or damage affecting the Property resulting from the intentional acts of Borrower or its agents; (vi) failure to pay Impositions prior to delinquency or Premiums as required to keep the Collateral insured pursuant to this Agreement except to the extent that amounts have been deposited with Lender in accordance with the terms of the Loan Documents; (vii) any fees, payments or disbursements paid to any Affiliate of Borrower or Guarantor after receipt of any written notice from Lender of default by or on behalf of Borrower or Guarantor under the Loan Documents (or which fee, payment or disbursement itself constitutes a default under the Loan Documents) and during the period that said default remains uncured pursuant to the terms of the Loan Documents; (viii) any attempt by Borrower, Guarantor or any other Upstream Owner during an Event of Default to contest or materially delay any foreclosure suit, any suit on the Guaranty or any other exercise by Lender of its remedies under the Loan Documents, which attempts shall include, without limitation, any claim that any Loan Document is invalid or unenforceable to an extent that would preclude any such foreclosure or other funds subject exercise of such remedies except to the Mortgageextent that Borrower or Guarantor prevails by final non appealable, judgement on the merits of a bona fide defense or compulsory counterclaim; (ix) any violation by Borrower of the covenants contained in Section 5.1.7 of this Agreement; and (x) any violation by Borrower of the covenants contained in Section 5.6 of this Agreement. (b) All of the Indebtedness in the event of: (i) any Transfer unless it is a Permitted Transfer; (ii) fraud, willful misconduct or any intentional misrepresentation by Borrower or Guarantor in connection with the Loan; (iii) acts the substantive consolidation of material, physical waste (or, alternatively, the failure to repair Borrower or restore the related Mortgaged Property in accordance any Authorizing Entity with any related Mortgage Loan documentother Person or entity in connection with an Insolvency Proceeding, unless Lender petitions for or cooperates with (except pursuant to court order) a third party to effect such substantive consolidation; or (1) the extent not covered commencement of an Insolvency Proceeding filed by insurance proceeds paid on account Borrower or any Guarantor, (2) the commencement of damage which is the subject an Insolvency Proceeding filed against Borrower or any Guarantor by (a) any Guarantor, (b) any Authorizing Entity, (c) any other owner of an interest in Borrower or Guarantor (collectively, "Owner") or (d) any Affiliate of Borrower, Guarantor or an Owner, or (3) any filing by Borrower, any Guarantor, any Authorizing Entity, any Owner or any Affiliate of any such repair party consenting to or restoration which are made available for such purpose to the Borrower otherwise acquiescing in or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset joining in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Insolvency Proceeding against Borrower or any such guarantor or principal Guarantor brought by any third party. [The next page is the Seller or anyone acting on behalf of the Seller.signature page]

Recourse. Each Mortgage Loan is non-recourse(a) Except as expressly set forth in this Section 9.19, except that in Section 1.4(a), in Section 9.17, in Section 9.14, in the Borrower Environmental Indemnity Agreement and in the case Cooperation Agreement, the Loan shall not be recourse to Borrower. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Mortgage Loan with an initial principal balance Document or other written agreement to which such Person is a party. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of $3,000,000 enforcing the obligations of Borrower under this Section 9.19 and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the "Indemnified Liabilities"), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent physical Waste with respect to the Property committed or permitted by Borrower, the Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, the Sponsor or any of their respective affiliates in violation of the Loan Documents (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (v) any voluntary Debt if and to the extent prohibited hereunder (for these purposes, Debt will be regarded as voluntary if either incurred voluntarily or if not repaid by Borrower from available cash flow); (vi) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies (including, without limitation, any required separate flood insurance policies from FEMA/FIA) or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) removal of personal property from the Property during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (ix) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents; (x) any bankruptcy of Borrower, provided that, for the purpose of this clause (x) "Damages" shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for bankruptcy described below); (xi) any amounts owed by Borrower from time to time pursuant to Section 5.14(b); (xii) any transfer by Borrower or Sponsor of any of the Collateral which is deemed personalty or intangibles in violation of the Loan Documents; and (xiii) the failure by Borrower to timely increase the limits on the ordinance or law coverage endorsement in accordance with the terms of Section 5.15 of this Agreement. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (i) any unauthorized Transfer of the Property, any voluntary or collusive pledge, Liens or other encumbrances on the Account Collateral or Prohibited Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication the occurrence of any filing by Borrower under the Bankruptcy Code or misappropriation any joining or colluding by Borrower or any of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to its affiliates (including Sponsor) in the Mortgage, filing of an involuntary case in respect of Borrower under the Bankruptcy Code and (iii) acts the failure of materialBorrower to be, physical waste and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (oror the filing by Borrower, alternativelySponsor, any affiliate or any third party of a motion for substantive consolidation in bankruptcy citing any such failure or any filing; provided, however, as it relates solely to any filing by a third party hereunder, the failure Loan shall only be fully recourse to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, Borrower and Sponsor to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any of its affiliates (including Sponsor) joins in or colludes with the third party in making such guarantor or principal by the Seller or anyone acting on behalf of the Sellerfiling).

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower (but not any Exculpated Person, except Sponsor) shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and the Sponsor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent material physical Waste at the Property committed or permitted by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (ii) any fraud or material willful misrepresentation committed by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Operating Lessee the Sponsor or any of their respective affiliates (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or intentional misapplication by Borrower, Operating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents, including the failure to comply with the first sentence of Section 3.1(a) and misappropriation or intentional misapplication of Revenues, security deposits, Loss Proceeds (to the extent not applied toward repayment of the Loan or restoration of the Property pursuant to this Agreement) and/or amounts contained in the Approved FF&E Account or Approved Operating Account; (v) any voluntary Debt incurred by Borrower or Operating Lessee if and to the extent the continued existence of such Debt is prohibited hereunder (excluding , however, any Debt that constituted Permitted Debt on the date that it was incurred); (vi) any breach by Borrower, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided cash flow from the Property is sufficient for such purpose (it being agreed that cash flow from the Property shall be deemed to have been sufficient if cash flow during the immediately prior policy year would have been sufficient to accumulate sufficient funds in a reserve account to fully pay premiums for the Policies for the policy year in question, had Lender been reserving funds in respect of the Policies during such immediately prior policy year) and Lender permits the same to be applied for such purpose, (and neither Borrower nor Sponsor shall have an liability under this clause (vii) for Damages that arise from Lender’s failure to properly apply amounts reserved by Lender, if any, for the purpose of paying insurance premiums); (viii) the failure of Borrower or Operating Lessee to be, and to at all times have been, a Single-Purpose Entity (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below), except for the unilateral resignation of an Independent Director; (ix) removal of personal property or FF&E from the Property during or in anticipation of an Event of Default, except as a result of obsolescence or unless replaced with personal property or FF&E of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Operating Lessee to any affiliate in violation of the terms of the Loan Documents; and (xi) the failure to fund the Approved FF&E Account in accordance with this Agreement (it being agreed that Damages in such event shall include the amount of any funds not deposited into the Approved FF&E Account), provided cash flow from the Property is sufficient for such purpose and Lender permits the same to be applied for such purpose. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or any unauthorized transfer of any Collateral Account, the Approved Operating Account, the Approved FF&E Account or any Prohibited Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to any Required SPE, physical waste or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower and/or Operating Lessee with any affiliate in a bankruptcy or similar proceeding. The Loan shall be recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse, except that the (a) Except for any indemnification by Borrower and in the case of a Mortgage Loan with an initial principal balance of $3,000,000 under this Agreement or more, either: a principal any of the other Loan Documents, the Loan shall not be recourse to Borrower. In addition, no recourse shall be had for the Loan against any other Person, including any affiliate of Borrower who or any officer, director, partner or equityholder of Borrower or any such affiliate, unless expressly set forth in a Loan Document or other written agreement to which such Person is a natural person party. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section 9.19 and the Sponsor under the Guaranty) resulting from or other individual guarantor who is a natural person, with assets other than arising out of any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan following (the "Indemnified Liabilities"), which Indemnified Liabilities shall be guaranteed by reason of or in connection with: Sponsor pursuant to the Guaranty: (i) any intentional or grossly negligent physical Waste with respect to the Property committed or permitted by Borrower, the Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, the Sponsor or any of their respective affiliates in violation of the Loan Documents (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Borrower, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (v) any voluntary Debt if and to the extent the continued existence of such Debt is prohibited hereunder (for these purposes, Debt will be regarded as voluntary if either incurred voluntarily or if not repaid by Borrower from available cash flow); (vi) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) removal of personal property from the Property during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (ix) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents; (x) any bankruptcy of Borrower, provided that, for the purpose of this clause (xi) "Damages" shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for bankruptcy described below); (xi) any amounts owed by Borrower from time to time pursuant to Section 5.14(b); (xii) any unauthorized Liens on the Collateral, provided there shall no liability hereunder to the extent either (a) the Property does not generate sufficient cash flow to avoid the occurrence of any such Liens or (b) the Liens relate to the failure to make any related payments which accrue after Borrower is no longer in possession or control of the Property as a result of foreclosure, deed in lieu of foreclosure, receivership or the exercise of other remedies under the Loan Documents; and (xiii) any transfer by Borrower or Sponsor of any of the Collateral which is deemed personalty or intangibles in violation of the Loan Documents. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Sponsor, jointly and severally, upon (i) any unauthorized Transfer of the Property, any voluntary or collusive pledge, Liens or other encumbrances on the Account Collateral or Prohibited Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication the occurrence of any filing by Borrower under the Bankruptcy Code or misappropriation any joining or colluding by Borrower or any of rents, insurance payments, condemnation awards, tenant security deposits its affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower under the Bankruptcy Code or other funds subject to the Mortgage, (iii) acts the failure of materialBorrower to be, physical waste and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (oror the filing by Borrower, alternativelySponsor, any affiliate or any third party of a motion for substantive consolidation in bankruptcy citing any such failure or any filing; provided, however, as it relates solely to any filing by a third party hereunder, the failure Loan shall only be fully recourse to repair Borrower and Sponsor to the extent Borrower or restore any of its affiliates (including Sponsor) joins in or colludes with the related Mortgaged Property third party in making such filing). (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Security Instrument or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender's right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset Sponsor except as required in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan order to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce ▇▇▇▇▇▇▇▇’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents or the obligations of Borrower under Section 8.19(b). (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case out-of-pocket legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and Guarantor under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following: (i) any intentional material physical Waste at the Property by ▇▇▇▇▇▇▇▇, Guarantor or any of their respective Affiliates, provided, there shall not be any liability under this item (i) if funds are needed to prevent such Waste and there is insufficient cash flow generated by the Property or Lender has not made the necessary funds available to prevent such Waste; (ii) any fraud or intentional material misrepresentation committed by ▇▇▇▇▇▇▇▇, Guarantor or any of their respective Affiliates in connection with the Loan; (iii) any willful misconduct by ▇▇▇▇▇▇▇▇, Guarantor or any of their Affiliates (including (1) any litigation or other legal proceeding initiated by ▇▇▇▇▇▇▇▇, Guarantor or any of their Affiliates in bad faith with the intent to and that so delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with the efforts of Lender to foreclose on the Collateral or to pursue other material rights and remedies under the Loan Documents during a continuing Event of Default and (2) entering into, amending, modifying or terminating the Ground Lease in violation of this Agreement or any other Loan Document); (iv) any misappropriation by ▇▇▇▇▇▇▇▇, Guarantor or any of their respective Affiliates of any funds or the Property in violation of the Loan Documents during a continuing Event of Default (including misappropriation of Revenues, security deposits and/or Loss Proceeds), provided that, in no event will it be deemed misappropriation by Borrower, Guarantor or any of their respective Affiliates to the extent any of the foregoing are applied to pay Operating Expenses, Capital Expenditures, costs of Tenant Improvements and Leasing Commissions in accordance with the terms of the Loan Agreement or otherwise delivered to Lender; (v) any voluntary Debt for borrowed money incurred by ▇▇▇▇▇▇▇▇, or voluntary Lien granted by ▇▇▇▇▇▇▇▇, Guarantor or any of their Affiliates and secured by the Collateral, in either case in violation of the Loan Documents (other than a Permitted Encumbrance), that does not trigger full recourse under clauses (A) or (B) below; (vi) any conveyance of direct or indirect equity interests in Borrower in violation of the terms of the Loan Documents (in each case other than due to breach of notice or other administrative requirements); (vii) any failure to pay the insurance premiums for, or maintain, the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided (x) Lender permits cash flow from the Properties to be applied for such purpose, and there is sufficient revenue generated by the Property for the purpose of paying for any applicable insurance premiums or deductibles and (y) there shall not be any liability hereunder to the extent there are adequate funds on deposit in the Basic Carrying Cost Account for the payment of insurance premiums and Lender fails to timely pay the applicable amounts when they are due and owing (provided Lender's access to such sums was not restricted or constrained in any manner); (viii) a material failure of a Required SPE to be, and to at all times have been, a Single-Purpose Entity, or material misrepresentation of the backwards looking representations and warranties contained in Section 4.17 related to Borrower's prior history and operation as a single-purpose, bankruptcy remote entity prior to the Closing Date; (ix) any misappropriation of any fees or commissions paid by ▇▇▇▇▇▇▇▇, after the occurrence and during the continuance of an Event of Default, to any Affiliate in violation of the Loan Documents; (x) any opposition in bad faith in a legal proceeding by Borrower or Guarantor to any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower, in each case as determined by a court of competent jurisdiction; (xi) any Prohibited Equity Pledge or Prohibited Preferred Equity; and (xii) any liability or obligation of Borrower resulting from 11601 Wilshire Owner’s ownership of the Previously Owned Property. In addition to the foregoing, the Loan shall be fully recourse to Borrower and Guarantor, jointly and severally, in the event of (A) any voluntary Transfer of title to all of the Property by Borrower in violation of the Loan Documents, (B) the incurrence of any voluntary Debt in the nature of a mortgage loan that includes a Lien against the Property or any mezzanine loan secured by the direct equity interests in Borrower undertaken in violation of the Loan Documents or any voluntary transfer of direct or indirect equity interests in Borrower that results in a Prohibited Change of Control, (C) the filing by any Required SPE of any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to the Bankruptcy Code or any similar federal or state law (other than at the request or direction of Lender) (or the filing of any involuntary petition against Borrower if Borrower, Guarantor or any of their respective Affiliates colluded with, solicited, cause to be solicited or joined with other creditors (iiother than Lender) misapplication in such filing); provided, that with respect to the foregoing clause (C), there shall be no liability for (x) failing to file an objection to any such filing and (y) providing a response in any such proceeding if such response is required by applicable law, rule or misappropriation court order; or (D) any Required SPE failing to be, and to at all times have been, a Single-Purpose Entity, which failure is cited as a material factor in a final judgment by a court of rentscompetent jurisdiction that substantively consolidates Borrower with any Affiliate of Borrower in a bankruptcy proceeding, insurance paymentsprovided, condemnation awards, tenant security deposits in no event will Borrower or any direct or indirect owner of Borrower be required to make capital contributions or provide other funds in order to avoid any liability under this clause (D). All of ▇▇▇▇▇▇▇▇'s liabilities under this Section 8.19(b) shall be guaranteed by Guarantor pursuant to the Guaranty subject to the Mortgage, (iii) acts of material, physical waste (or, alternativelyterms and conditions thereof. Notwithstanding anything to the contrary contained herein or in the Guaranty, the failure maximum liability of Borrower and Guarantor in the event any of the items set forth in clauses (A) through (D), inclusive, of this paragraph, shall not exceed $100,000,000. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral during the continuance of an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair ▇▇▇▇▇▇’s right to sue for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Agent and Lenders shall have full recourse against Borrower for any liability or obligation of Borrower under this Agreement and the other Project Loan is non-recourseDocuments. Neither Lenders nor Agent nor any of them shall have any recourse against, except that or the right to enforce the liability and obligation of, the other Borrower Entities to perform and observe the obligations contained in this Agreement or any other Project Loan Documents by any action or proceeding brought against any such other Borrower Entity other than (1) as expressly provided in the case of a Mortgage Loan with an initial principal balance of $3,000,000 Guaranties, or more, either: a principal of the any other agreement hereafter executed and delivered to Agent by such other Borrower who is a natural person or other individual guarantor who is a natural person, with assets other than any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or Entity in connection with: with the Project Loan or (2) against the collateral granted under the Security Documents or any other Project Loan Document. The provisions of this Section 11.16 shall not (i) constitute a waiver, release or impairment of any fraud obligation evidenced or material misrepresentation secured by any of the Borrower, Project Loan Documents or the NYTC Completion Guaranty; (ii) misapplication affect the validity or misappropriation enforceability of rents, insurance payments, condemnation awards, tenant security deposits any Project Loan Document or other funds subject to the Mortgage, NYTC Completion Guaranty or any of the rights and remedies of Agent thereunder; or (iii) acts impair the right of materialAgent to obtain the appointment of a receiver. No officer, physical waste (ordirector, alternativelymember, the failure to repair shareholder, limited partner, employee, agent, representative, beneficiary or restore the related Mortgaged Property in accordance with trustee of, or any related Mortgage person executing this Agreement or any other Project Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to the Borrower Document or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset NYTC Completion Guaranty in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting representative capacity on behalf of (solely by virtue of such execution) a Borrower Entity shall ever be personally liable hereunder for the Sellerobligations of such Borrower Entity, all liability of each Borrower Party being expressly limited to such Borrower Entity (or any general partner, joint venturer, or other person having liability for the obligations of such Borrower Entity as a matter of law) and its assets, and all persons dealing with a Borrower Entity must look solely to such Borrower Entity (or any general partner, joint venturer, or other person having liability for the obligations of such Borrower Entity as a matter of law) and its assets for the enforcement of any claim against such Borrower Entity and in no event shall any recourse be had to the private property of any officer, director, member, shareholder, limited partner, employee, agent, representative, beneficiary or trustee of, or any person executing this agreement on behalf of (solely by virtue of such execution), a Borrower Entity.

Recourse. Each Mortgage Loan is non-recourse(a) Except as set forth in Section 9.19(b), except that in the Borrower Recourse Guaranty, in the Sponsor Guaranty in the Environmental Indemnities and in Section 5.19 and in Section 9.14, no recourse shall be had for the case Indebtedness or for the performance or observation of a Mortgage Loan with an initial principal balance of $3,000,000 any other obligation under this Agreement or more, either: a principal any of the Loan Documents against any affiliate of Borrower who is a natural person or any officer, director, partner or equityholder of Borrower or any such affiliate and recourse to Borrower shall be limited to the Liens of Lender on the Properties and the other individual guarantor who is a natural person, with assets Collateral. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other than expenses of enforcing the obligations of Borrower under this Section 9.19) resulting from or arising out of any interest in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: following (the “Indemnified Liabilities”): (i) any fraud or material intentional misrepresentation committed by the Borrower, the Sponsor, any Operating Lessee or any of their respective affiliates in connection with the Loan; (ii) the misappropriation or misapplication (in violation of the Loan Documents) by Borrower, any Operating Lessee, the Sponsor or any of their respective affiliates of any funds (including misappropriation or misapplication of rentsRevenues, insurance paymentssecurity deposits, condemnation awards, tenant security deposits or other funds subject to sales proceeds and/or Loss Proceeds and the Mortgage, violation of the last sentence of Section 5.7(d)); (iii) acts any voluntary Transfer of materialCollateral or voluntary Lien which is prohibited hereunder; (iv) any breach by Borrower, any Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity Agreements; (v) the occurrence of any filing by Borrower or any Operating Lessee under the Bankruptcy Code or any joining or colluding by Borrower, any Operating Lessee or any of their respective affiliates (including Sponsor) in the filing of an involuntary case in respect of Borrower or any Operating Lessee under the Bankruptcy Code; (vi) any material failure of Borrower to be a Single-Purpose Entity; and (vii) any intentional physical waste (orwith respect to any Property committed or permitted by Borrower, alternativelyany Operating Lessee, the failure Sponsor or any of their respective affiliates. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law against any guarantors (including Sponsors) to the extent allowed by any applicable guarantees (including the Recourse Guaranty). The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Collateral Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section 9.19, on account of damage which is the subject of any such repair Lender’s right to s▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerSponsors.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Borrower under this Section and the Sponsor and ▇▇▇▇▇▇ and Associates under the Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor and ▇▇▇▇▇▇ and Associates pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any fraud material physical Waste at the Property committed or material misrepresentation permitted by the Borrower, the Sponsor or any of their respective affiliates; (ii) misapplication any fraud or misappropriation willful misrepresentation committed by Borrower, the Sponsor or any of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, their respective affiliates; (iii) acts of material, physical waste (or, alternativelyany willful misconduct by Borrower, the failure to repair Sponsor or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered of their respective affiliates (including wrongful interference by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available for such purpose to Person with the Borrower or exercise of remedies by Lender during the holder continuance of the Mortgage Loanan Event of Default), ; (iv) the misappropriation or misapplication by Borrower, the Sponsor or any of their respective affiliates of any funds in violation of applicable environmental laws the Loan Documents (including misappropriation or breaches misapplication of environmental covenants or Revenues, security deposits and/or Loss Proceeds); (v) the related Mortgaged Property becoming an asset in a any voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied Debt if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights continued existence of such Debt is prohibited hereunder; (vi) any breach by Borrower or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) the failure of Borrower to be, and to at all times have been, a Single-Purpose Entity (for the avoidance of doubt, the recourse described in this clause shall be in addition to the Mortgaged full recourse for a substantive consolidation described below); (ix) removal of personal property from the Property are impaired during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by or as a result Borrower to any affiliate in violation of the terms of the Loan Documents; (xi) any bankruptcy of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability Required SPE, provided that, for such non-recourse exceptions has been granted this purpose “Damages” shall be limited to the Borrower or amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below); (xii) any such guarantor or principal by transfer taxes resulting from Lender’s exercise of remedies following an Event of Default; and (xiii) Borrower’s failure to pay any tenant improvement allowance to Catholic Health Initiatives for a Power Upgrade (as defined in the Seller or anyone acting on behalf CHI Lease) as required pursuant to the terms of the Seller.Section 8.4.2

Recourse. Each Mortgage (a) Subject to the qualifications herein, Lender shall not enforce the liability and obligation of Borrower to pay the Indebtedness or perform and observe the other obligations set forth in this Agreement and the other Loan is non-recourseDocuments by any action or proceeding wherein a deficiency judgment or judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or against any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings to the extent required to fully exercise Lender's remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce the (i) Indemnified Liabilities, (ii) the liabilities of Borrower under this Agreement (other than the repayment of the Loan), the Cooperation Agreement any required completion guaranty required pursuant to Section 5.23 and any indemnities set forth in the case Loan Documents and (iii) the liabilities and indemnities of a Mortgage Loan with an initial principal balance Sponsor (and any replacement guarantor or indemnitor) under this Environmental Indemnity, 49125-481/Block 21 (TX) the Guaranty, the Guaranty of $3,000,000 Completion, any completion guaranty required pursuant to Section 5.23 and the Cooperation Agreement. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section and Sponsor under the Guaranty) to the extent resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the "Indemnified Liabilities"), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent physical Waste at the Property committed or permitted by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, opposes impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default and (2) any refusal by Borrower to comply with Section 5.9 hereof); (iv) the misappropriation or misapplication by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds); (v) any voluntary Debt or unauthorized Liens and encumbrances on the Collateral, if and to the extent the continued existence of such Debt, Liens and encumbrances are prohibited hereunder; (vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) the failure of Borrower or Approved Music Venue Manager to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower or Approved Music Venue 49125-481/Block 21 (TX) Manager, as appropriate (or any Person merged into Borrower or Approved Music Venue Manager, as appropriate) prior to the Closing Date and (y) Borrower's or Approved Music Venue's ownership (or the ownership of any Person merged into Borrower or Approved Music Venue Manager) of assets prior to the Closing Date that do not constitute a portion of the Collateral and/or the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below); (ix) removal of personal property from the Property owned by Borrower, Approved Music Venue Manager or any of their affiliates during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Approved Music Venue Manager to any affiliate in violation of the terms of the Loan Documents; (xi) any transfer taxes resulting from Lender's exercise of remedies following any Event of Default; (xii) the contesting or opposition by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of any Required SPE; (xiii) unauthorized Transfer of the Collateral (including unauthorized Liens and encumbrances on the Collateral) in violation of the Loan Documents and in any event subject to Borrower's right to contest any Liens in accordance with the terms of this Agreement; and (xiv) if (i) either (A) the Approved Hotel Operating Agreement or the Approved Music Venue Lease (or the right to operate the applicable portion of the Property thereunder) shall be cancelled, surrendered or terminated by Borrower or any affiliate of Borrower, or by reason of any failure of Borrower or any affiliate of Borrower to perform its obligations in connection therewith and shall not be replaced as required hereunder upon the expiration, cancellation surrender or termination of the Approved Hotel Operating Agreement or the Approved Music Venue Lease, as appropriate, or (B) Borrower materially amends or modifies the Approved Hotel Operating Agreement or the Approved Music Venue Lease without the prior written consent of Lender. In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or the Account Collateral (including unauthorized Liens and encumbrances on the Collateral) or Prohibited Change of Control or Prohibited Pledge, in each case, in violation of the Loan Documents and in any event subject to Borrower's right to contest any Liens in accordance with the terms of this Agreement, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgage49125-481/Block 21 (TX) any Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to any Required SPE, physical waste or any Required SPE shall have terminated one or more of the Independent Directors for the purpose of facilitating a bankruptcy filing, or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure (as determined by a court of competent jurisdiction cites as a contributing factor) results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender's right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage Loan is non-recourse(a) Subject to the qualifications in Sections 9.19(b) and 9.19(c) below, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except for foreclosure actions or any other appropriate actions or proceedings with respect to the Collateral in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by Guarantor under the Guaranty, Unfunded Obligations Guaranty and Environmental Indemnity and Borrower under the Environmental Indemnity or any guarantor, indemnitor or similar party that the Borrower and in the case of becomes a Mortgage Loan with an initial principal balance of $3,000,000 or more, either: a principal party to any of the foregoing agreements or enters into any replacement guaranties or indemnities (whether or not such party is an Exculpated Person) under the Loan Documents. (b) Borrower who is a natural person shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including reasonable legal and other expenses of enforcing the obligations of Borrower under this Section) resulting from or other individual guarantor who is a natural personarising out of any of the following (the “Indemnified Liabilities”): (i) fraud or intentional misrepresentation by Borrower, with assets other than Mortgage Borrower, Guarantor or any interest Affiliated agent of the foregoing; (ii) intentional misapplication or misappropriation of insurance proceeds, Loss Proceeds, Revenues or security deposits in the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder violation of the Mortgage Loan Documents or Loan Documents; (iii) wrongful removal, destruction or material physical Waste of any material portion of the Collateral; (iv) failure to apply Available Funds, if any, and if reserved by reason Mortgage Lender or Lender for such purpose, made available to Borrower, toward payment of any Taxes or in connection with: charges (including charges for labor and materials) that create Liens on the Property, unless (i) any fraud contested in good faith and otherwise in accordance with the terms of the Loan Documents or material misrepresentation by the Borrower, (ii) misapplication resulting from Mortgage Lender or misappropriation of rents, insurance payments, condemnation awards, tenant security deposits or other funds subject to the Mortgage, (iii) acts of material, physical waste (or, alternatively, the Lender’s failure to repair or restore the related Mortgaged Property in accordance with any related Mortgage Loan document, to the extent not covered by insurance proceeds paid on account of damage which is the subject of any such repair or restoration which are made available make required disbursements from reserves maintained for such purpose to the Borrower or the holder of under the Mortgage Loan), (iv) violation of applicable environmental laws Loan Documents or breaches of environmental covenants or Loan Documents; (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy failure to apply Available Funds, if any, and if reserved by Mortgage Lender or insolvency proceeding instituted by the Lender for such purpose, made available to Borrower, that impairs the ability toward payment of the holder of the related Mortgage Loan insurance premiums and insurance deductibles unless resulting from Lender’s failure to enforce its lien on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy make required disbursements from reserves maintained for such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of purpose under the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person Documents or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller.Documents;

Recourse. Each Mortgage (a) Subject to the qualifications herein, Lender shall not enforce the liability and obligation of Borrower to pay the Indebtedness or perform and observe the other obligations set forth in this Agreement and the other Loan is non-recourseDocuments by any action or proceeding wherein a deficiency judgment or judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or against any Exculpated Person, except that for foreclosure actions or any other appropriate actions or proceedings to the extent required to fully exercise Lender's remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce the (i) Indemnified Liabilities, (ii) the liabilities of Borrower under this Agreement (other than the repayment of the Loan), the Cooperation Agreement any required completion guaranty required pursuant to Section 5.23 and any indemnities set forth in the case Loan Documents and (iii) the liabilities and indemnities of a Mortgage Loan with an initial principal balance Sponsor (and any replacement guarantor or indemnitor) under this Environmental Indemnity, the Guaranty, the Guaranty of $3,000,000 Completion, any completion guaranty required pursuant to Section 5.23 and the Cooperation Agreement. (b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section and Sponsor under the Guaranty) to the extent resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the "Indemnified Liabilities"), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent physical Waste at the Property committed or permitted by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates; (iii) any willful misconduct by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, opposes impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default and (2) any refusal by Borrower to comply with Section 5.9 hereof); (iv) the misappropriation or misapplication by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds); (v) any voluntary Debt or unauthorized Liens and encumbrances on the Collateral, if and to the extent the continued existence of such Debt, Liens and encumbrances are prohibited hereunder; (vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) the failure of Borrower or Approved Music Venue Manager to be, and to at all times have been, a Single-Purpose Entity, regardless of whether such failure to have been a Single-Purpose Entity prior to the date hereof has been disclosed to Lender, and including any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Borrower or Approved Music Venue Manager, as appropriate (or any Person merged into Borrower or Approved Music Venue Manager, as appropriate) prior to the Closing Date and (y) Borrower's or Approved Music Venue's ownership (or the ownership of any Person merged into Borrower or Approved Music Venue Manager) of assets prior to the Closing Date that do not constitute a portion of the Collateral LOAN AGREEMENT – Page 117 and/or the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below); (ix) removal of personal property from the Property owned by Borrower, Approved Music Venue Manager or any of their affiliates during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by Borrower or Approved Music Venue Manager to any affiliate in violation of the terms of the Loan Documents; (xi) any transfer taxes resulting from Lender's exercise of remedies following any Event of Default; (xii) the contesting or opposition by Borrower, Approved Music Venue Manager, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of any Required SPE; (xiii) unauthorized Transfer of the Collateral (including unauthorized Liens and encumbrances on the Collateral) in violation of the Loan Documents and in any event subject to Borrower's right to contest any Liens in accordance with the terms of this Agreement; and (xiv) if (i) either (A) the Approved Hotel Operating Agreement or the Approved Music Venue Lease (or the right to operate the applicable portion of the Property thereunder) shall be cancelled, surrendered or terminated by Borrower or any affiliate of Borrower, or by reason of any failure of Borrower or any affiliate of Borrower to perform its obligations in connection therewith and shall not be replaced as required hereunder upon the expiration, cancellation surrender or termination of the Approved Hotel Operating Agreement or the Approved Music Venue Lease, as appropriate, or (B) Borrower materially amends or modifies the Approved Hotel Operating Agreement or the Approved Music Venue Lease without the prior written consent of Lender. In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any unauthorized Transfer of the Property or the Account Collateral (including unauthorized Liens and encumbrances on the Collateral) or Prohibited Change of Control or Prohibited Pledge, in each case, in violation of the Loan Documents and in any event subject to Borrower's right to contest any Liens in accordance with the terms of this Agreement, (ii) misapplication any petition for bankruptcy, insolvency, dissolution or misappropriation of rentsliquidation under the Bankruptcy Code or any similar federal or state law is filed by, insurance paymentsconsented to, condemnation awardsor acquiesced in by, tenant security deposits or other funds subject to the Mortgageany Required SPE, (iii) acts any Required SPE or any of materialtheir respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to any Required SPE, physical waste or any Required SPE shall have terminated one or more of the Independent Directors for the purpose of facilitating a bankruptcy filing, or (oriv) any Required SPE fails to be, alternativelyand to at all times have been, a Single-Purpose Entity, which failure (as determined LOAN AGREEMENT – Page 118 by a court of competent jurisdiction cites as a contributing factor) results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any related Mortgage Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan documentDocuments. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender's right to ▇▇▇ for a deficiency or restoration which are made available for such purpose seek a personal judgment except as required in order to the Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.

Recourse. Each Mortgage (a) Except for any indemnification by Obligor under this Agreement, the Maryland Guaranty or any of the other Loan is non-recourseDocuments, the Loan shall not be recourse to Maryland Guarantor and, subject to Section 9.19(c), Lender’s recourse shall be solely to Borrower, the Property and the Collateral, except that as set forth below. In addition, no recourse shall be had for the Borrower Loan against any other Person, including any affiliate of Obligor or any officer, director, partner or equityholder of Obligor or any such affiliate, unless expressly set forth in a Loan Document or other written agreement to which such Person is a party. (b) Obligor shall indemnify Lender and in hold Lender harmless from and against any and all Damages to Lender (including the case legal and other expenses of a Mortgage Loan with an initial principal balance enforcing the obligations of $3,000,000 Obligor under this Section 9.19, Maryland Guarantor under the Maryland Guaranty and the Sponsor under the Guaranty and the Completion Guaranty) resulting from or more, either: a principal arising out of any of the Borrower who is a natural person or other individual guarantor who is a natural personfollowing (the “Indemnified Liabilities”), with assets other than any interest in which Indemnified Liabilities shall be guaranteed by Sponsor pursuant to the Borrower has agreed to be jointly and severally liable for all liabilities, expenses, losses, damages, expenses or claims suffered or incurred by the holder of the Mortgage Loan by reason of or in connection with: Guaranty: (i) any intentional or grossly negligent physical Waste with respect to the Property or FF&E committed or permitted by Obligor, Operating Lessee, the Sponsor or any of their respective affiliates; (ii) any fraud or material intentional misrepresentation committed by Obligor, Operating Lessee, the Sponsor or any of their respective affiliates; (iii) any willful misconduct by Obligor, Operating Lessee, the Sponsor or any of their respective affiliates in violation of the Loan Documents (including wrongful interference by any such Person with the exercise of remedies by Lender during the continuance of an Event of Default); (iv) the misappropriation or misapplication by Obligor, Operating Lessee, the Sponsor or any of their respective affiliates of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)); (v) voluntary Debt prohibited hereunder, provided that, for the purpose of this clause (v), Debt will be regarded as voluntary if such Debt is incurred voluntarily or incurred involuntarily and not repaid despite the availability of sufficient cash flow from the Property; (vi) any breach by Obligor, Operating Lessee or the Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity; (vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided Lender permits cash flow from the Property to be applied for such purpose; (viii) the failure of any Obligor or Operating Lessee to be, and to at all times have been, a Single-Purpose Entity; (ix) removal of personal property or FF&E from the Property during or in anticipation of an Event of Default, unless replaced with personal property or FF&E, as applicable, of the same utility and of the same or greater value and utility; (x) any fees or commissions paid by Obligor or Operating Lessee to any affiliate in violation of the terms of the Loan Documents; (xi) any bankruptcy of any Obligor or Operating Lessee, provided that, for the purpose of this clause (xi) “Damages” shall be limited to the amount by which such costs and expenses exceed the costs and expenses Lender would have incurred in an uncontested foreclosure on the Property (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for bankruptcy described below); (xii) the failure of Maryland Guarantor to maintain the required account balance in the Maryland Guarantor FF&E Account (it being agreed that Damages in such event shall include the amount of any funds not deposited to the Maryland Guarantor FF&E Account); (xiii) any and all liabilities, contingent or otherwise, arising from or related to (x) the actions, conduct and/or operating history of Obligor (or any Person merged into Obligor) prior to the Closing Date and (y) Obligor’s ownership (or the ownership of any Person merged into Obligor) of assets prior to the Closing Date that do not constitute a portion of the Collateral; (xiv) the use of an IDOT structure (i.e., the ownership of the Property by Maryland Guarantor rather than by Borrower) in the origination of the Loan (it being agreed that Damages in such event shall include any increased costs and expenses of Lender in connection with foreclosure on the Property due to the IDOT structure); and (xv) any breach by Maryland Guarantor or Operating Lessee of any representation or covenant contained in the Subordination of Operating Lease. In addition to the foregoing, the Loan shall be fully recourse to Obligor and Sponsor, jointly and severally, upon (i) any unauthorized Transfer of the Property, unauthorized transfer of any of the Collateral (including unauthorized Liens and encumbrances on the Collateral) or Change of Control, in each case, in violation of the Loan Documents, (ii) misapplication the occurrence of any filing by any Obligor or misappropriation Operating Lessee under the Bankruptcy Code or any joining or colluding by any Obligor, Operating Lessee or any of rentstheir respective affiliates (including Sponsor) in the filing of an involuntary case in respect of any Obligor or Operating Lessee under the Bankruptcy Code (provided, insurance paymentshowever, condemnation awardsthat if such involuntary case is dismissed within 60 days of such filing the Loan shall not be fully recourse to Obligor and Sponsor, tenant security deposits however Obligor and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or other funds subject related to the Mortgage, filing of such involuntary case) or (iii) acts the failure of materialany Obligor to be, physical waste and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of such Obligor with any affiliate in a bankruptcy or similar proceeding (oror the filing of a motion for substantive consolidation in bankruptcy citing any such failure, alternativelyprovided, however, that if such motion is dismissed within 60 days of filing the Loan shall not be fully recourse to Obligor and Sponsor, however Obligor and Sponsor shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender arising from or related to such motion). The Loan shall be fully recourse to Sponsor in an amount equal to its unpaid Guaranteed Obligations (as such term is defined in the Completion Guaranty) under the Completion Guaranty. (c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the failure Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to repair foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or restore to require that all Collateral shall continue to secure all of the related Mortgaged Property Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose under the Mortgage or to foreclose pursuant to any related Mortgage other Loan documentDocuments, or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and will be and can be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any guarantors to the extent allowed by any applicable guarantees. The provisions set forth in this Section 9.19 are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent not covered by insurance proceeds paid provided in this Section, on account of damage which is the subject of any such repair Lender’s right to ▇▇▇ for a deficiency or restoration which are made available for such purpose to the seek a personal judgment against Borrower or the holder of the Mortgage Loan), (iv) violation of applicable environmental laws or breaches of environmental covenants or (v) the related Mortgaged Property becoming an asset Sponsor except as required in a voluntary bankruptcy or insolvency proceeding instituted by the Borrower, that impairs the ability of the holder of the related Mortgage Loan order to enforce its lien realize on the related Mortgaged Property. With respect to clause (iv) in this paragraph, environmental insurance meeting the requirements set forth in Paragraph 39 shall satisfy such requirement. With respect to clause(v) in this paragraph, such requirement will be satisfied if the related Mortgage Loan documents provide that the non-recourse provisions of the Mortgage Loan documents shall not be applicable to Borrower (and a principal of Borrower who is a natural person or other individual guarantor who is a natural person shall guaranty the Borrower's recourse obligations arising from such non-applicability) either (a) in the event of a voluntary bankruptcy filing by the Borrower or (b) to the extent the Mortgage Loan holder's rights of recourse to the Mortgaged Property are impaired by or as a result of any legal proceeding (including a voluntary bankruptcy or insolvency proceeding) instituted by the Borrower. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the SellerCollateral.