ANR INDUSTRIES, INC. (2)-2009 - Laserfiche WebLink

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Trustor. Neither Trustor nor any other party shall have any personal liability for repayment of such indebtedness. The sole recourse of the Beneficiary under the Promissory Note and this Deed of Trust for repayment of the indebtedness shall be the exercise of its rights against the Security. The foregoing shall not: (1) constitute a waiver of any obligation evidenced by the Promissory Note or this Deed of Trust; (2) limit the right of the Beneficiary to name Trustor as a party defendant in any action or suit for judicial foreclosure and sale under the Promissory Note and this Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment shall be asked for or taken against Trustor; (3) release or impair the Promissory Note or the lien of this Deed of Trust; (4) prevent or in any way hinder the Beneficiary from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the Property or any other instrument securing this Promissory Note or as prescribed by law or in equity in case of default; (5) prevent or in any way hinder the Beneficiary from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect of any deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Promissory Note; (6) relieve Trustor of any of its obligations under any indemnity delivered by Trustor to the Beneficiary; or (7) affect in any way the validity of any guarantee from any person of all or any of the obligations evidenced and secured by the Promissory Note and this Deed of Trust. The foregoing provisions of this paragraph are limited by the proviso that in the event of the occurrence of an Event of Default beyond applicable notice and cure periods, Trustor and its successors and assigns shall have personal liability hereunder for any deficiency judgment, but only if and to the extent Trustor, its principals, shareholders, partners or its successors and assigns received revenues, or other payments or proceeds in respect of the Property, which other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable acquisition costs and expenses for the Property, operating expenses of the Property, ordinary and reasonable capital improvements to the Property, debt service on the Promissory Note, real estate taxes and insurance in respect of the Property, basic management fees, but not incentive fees, costs and expenses to sell the Property to a Low/Moderate Income Household pursuant to the terms of the Agreement and all other kinds of costs and expenses set forth in the approved Project Budget in connection with the acquisition, rehabilitation and sale of the Property, which are then due and payable. In addition, the Beneficiary may recover directly from Trustor or any other party: (a) any damages, costs and expenses incurred by the Beneficiary as a result of fraud or any criminal act or acts of Trustor or any partner, shareholder, officer, director or employee of Trustor or of any general or limited partner of Trustor; (b) any damages, costs and expenses incurred by the Beneficiary as a result of any misappropriation of funds provided for the construction of the Improvements on the Parcel, proceeds and revenues from the operation of the Improvements, or proceeds of insurance policies or condemnation proceeds; (c) all court costs and attorneys' fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that the Beneficiary shall pay Trustor's reasonable court costs and attorneys' fees if Trustor is the prevailing party in any such enforcement or collection action). 11