[brief] For instance, [...] involved a non-recourse mortgage loan pursuant to which the lender, upon default by the borrower, could not recover the balance of the loan and only permitted the lender to repossess the property.  410 N.J. Super. at 120.  But the mortgage contained a carve-out allowing the lender to recover the full balance from borrowers and its guarantors if they failed to obtain the lender’s prior written consent to any subordinate financing.  Id. at 117-18.  Prior to defaulting on the loan for failure to make payments, the borrowers secured subordinate financing without the lender’s consent.  Id. at 118.  After the lender initiated a foreclosure action, borrowers challenged the validity of the carve-out provision itself, claiming—just like Appellants here—that it was an unreasonable liquidated damages clause and amounted to an unlawful penalty.  Id. at 119.  This Court rejected that argument for two reasons.  First, the Court found that the non-recourse carve-out clause operated “principally to define the terms and conditions of personal liability, and not to affix probable damages. ”  Id. at 121.  “In other words, whereas the non-recourse nature of the loan operates as an exemption, the carve-outs exist to implicate personal liability. ”  Ibid.  Second, the Court found that “the carve-out clause is not a liquidated damages provision, much less an unenforceable penalty,” because “it provides for only actual damages. ”  Id. at 121-22.  “Unlike the typical stipulated damages provision which reasonably estimates an amount otherwise difficult to compute, the carve-out clause permits the lender to recover only damages actually sustained, namely the amount remaining on the loan at the time of breach. ”  Id. at 122.  As this Court found, the amount of those damages are “fixed by the terms of the loan and [are] therefore neither speculative nor incalculable” as required for liquidated damages.  Ibid.  Stated differently, the amount sought by the lender “is the actual damage to [the lender] based on [borrowers’] failure to make mortgage payments. ”  Ibid.  The Concession Recovery Provision here is akin to the non-recourse carve-out provision at issue in [...].  First, the Concession Recovery Provision merely imposes liability on Appellants to pay for the four months that they received rent and parking at no cost.  Neither the Lease Rider nor the Concession Recovery Provision allowed [...] to recover the Concessions in the ordinary course, in the same fashion that the lenders could not recover the full principal balance of the mortgage.  Rather, the borrower and Appellants only became liable for the amounts that they were not originally required to pay in the event of a default.  In addition, both the Lease Rider and the carve-out in CFSB required repayment of fixed, actual damages in the event of a breach of the condition contained in the respective agreements.  Under the non-recourse carve-out provision, the borrowers’ repayment obligation triggered only if they obtained subordinate financing without the lender’s consent.  Likewise, a tenant’s repayment obligation is only triggered by a failure to pay full and timely rent.  Both provisions only afford the lender and [...] the right to recover the amounts resulting from the failure to abide by the conditions in the agreements.  Accordingly, the trial court’s determination that the Concession Recovery Provision was not a liquidated damages clause was entirely appropriate and consistent with applicable law.  The November 8, 2023 Order can and should be affirmed solely on the basis that the Provision is not a liquidated damage clause.