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2005078'74
<br />deliver audited financial statements and related documentation prepared by an Independent certified public
<br />accountant that satisfy securities laws and requirements for use in a public registration statement (which may include
<br />up to three (3) years of historical financial statements).
<br />Section 18.32. Exculpation. Notwithstanding anything herein or in any other Loan Document to the
<br />contrary, except as otherwise set forth in this Section 18.32 to the contrary, Lender shall not enforce the liability and
<br />obligation of Borrower or (a) if Borrower is a partnership, its constituent partners or any of their respective partners,
<br />(b) if Borrower is a trust, its beneficiaries or any of their respective Partners (as hereinafter defined), (c) if Borrower
<br />is a corporation, any of its shareholders, directors, principals, officers or employees, or (d) if Borrower is a limited
<br />liability company, any of its members (the Persons described in the foregoing clauses (a) -(d), as the case may be,
<br />are hereinafter referred to as the "Partners ") to perform and observe the obligations contained in this Security
<br />Instrument or any of the other Loan Documents by any action or proceeding wherein a money judgment shall be
<br />sought against Borrower or the Partners, except that Lender may bring a foreclosure action, action for specific
<br />performance, or other appropriate action or proceeding (including, without limitation, an action to obtain a
<br />deficiency judgment) solely for the purpose of enabling Lender to realize upon (i) Borrower's interest in the
<br />Property, (ii) the Rent to the extent (x) received by Borrower (or received by its Partners) after the occurrence of an
<br />Event of Default, or (y) distributed to Borrower (or its Partners, but only to the extent received by its Partners)
<br />during or with respect to any period for which Lender did not receive a Manager Certification accurate in all
<br />material respects confirming and certifying that all Operating Expenses with respect to the Property which had
<br />accrued as of the applicable date of such Manager Certification had been paid (or if same had not been paid, that
<br />Manager had taken adequate reserves therefor) (all Rent covered by clauses (x) and (y) being hereinafter referred to
<br />as the "Recourse Distributions ") and (iii) any other collateral given to Lender under the Loan Documents (the
<br />collateral described in the foregoing clauses (i) through (iii) is hereinafter referred to as the "Default Collateral ");
<br />provide d, however, that any judgment in any such action or proceeding shall be enforceable against Borrower and
<br />the Partners only to the extent of any such Default Collateral. The provisions of this Section shall not, however, (a)
<br />impair the validity of the Debt evidenced by the Note or in any way affect or impair the lien of this Security
<br />Instrument or any of the other Loan Documents or the right of Lender to foreclose this Security Instrument
<br />following the occurrence of an Event of Default; (b) impair the right of Lender to name Borrower as a party
<br />defendant in any action or suit for judicial foreclosure and sale under this Security Instrument; (c) affect the validity
<br />or enforceability of the Note, this Security Instrument, or any of the other Loan Documents, or impair the right of
<br />Lender to seek a personal judgment against Guarantor; (d) impair the right of Lender to obtain the appointment of a
<br />receiver; (e) impair the enforcement of the Assignment; (f) impair the right of Lender to bring suit for a monetary
<br />judgment with respect to fraud or material misrepresentation by Borrower, or any other Person in connection with
<br />this Security Instrument, the Note or the other Loan Documents, and the foregoing provisions shall not modify,
<br />diminish or discharge the liability of Borrower or the Partners with respect to same; (g) impair the right of Lender to
<br />bring suit for a monetary judgment to obtain the Recourse Distributions received by Borrower including, without
<br />limitation, the right to bring suit for a monetary judgement to proceed against any Partner, to the extent of any such
<br />Recourse Distributions theretofore distributed to and received by such Partner, and the foregoing provisions shall
<br />not modify, diminish or discharge the liability of Borrower or the Partners with respect to same; (h) impair the right
<br />of Lender to bring suit for a monetary judgment with respect to Borrower's misappropriation of tenant security
<br />deposits or Rent collected more than one (1) month in advance, and the foregoing provisions shall not modify,
<br />diminish or discharge the liability of Borrower or the Partners with respect to same; (i) impair the right of Lender to
<br />obtain Loss Proceeds due to Lender pursuant to this Security Instrument; 0) impair the right of Lender to enforce the
<br />provisions of Sections 2.02(g), 12.01, 16.01 or 16.02, inclusive of this Security Instrument, even after repayment in
<br />full by Borrower of the Debt or to bring suit for a monetary judgment against Borrower or the Partners with respect
<br />to any obligation set forth in said Sections; (k) prevent or in any way hinder Lender from exercising, or constitute a
<br />defense, or counterclaim, or other basis for relief in respect of the exercise of, any other remedy against any or all of
<br />the collateral securing the Note as provided in the Loan Documents; (1) impair the right of Lender to bring suit for a
<br />monetary judgment with respect to any misapplication or conversion of Loss Proceeds, and the foregoing provisions
<br />shall not modify, diminish or discharge the liability of Borrower or the Partners with respect to same; (m) impair the
<br />right of Lender to sue for, seek or demand a deficiency judgment against Borrower solely for the purpose of
<br />foreclosing the Property or any part thereof, or realizing upon the Default Collateral; rop vided, however, that any
<br />such deficiency judgment referred to in this clause (m) shall be enforceable against Borrower and the Partners (but
<br />only to the extent distributed to and actually received by such Partner) only to the extent of any of the Default
<br />Collateral; (n) impair the ability of Lender to.bring suit for a monetary judgment with respect to damage, arson or
<br />viol
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