INTENDED OR REASONABLY
LIKELY TO HINDER, DELAY, IMPAIR OR PREVENT LENDER IN OR FROM ENFORCING ANY AND
ALL OF ITS RIGHTS AND REMEDIES UNDER OR PURSUANT TO THE LOAN DOCUMENTS OR AT LAW
OR IN EQUITY (UNLESS THE SAME IS BROUGHT IN GOOD FAITH AND IS DETERMINED IN
FAVOR OF BORROWER OR GUARANTOR PURSUANT TO A FINAL, NON-APPEALABLE JUDGMENT OF A
COURT OF COMPETENT JURISDICTION); (J) THE TERMINATION OF THE MANAGEMENT
AGREEMENT OR THE REMOVAL OF THE THEN-CURRENT MANAGER AS PROPERTY MANAGER
THEREUNDER WITHOUT LENDER'S CONSENT; OR (K) BORROWER'S MISAPPROPRIATION OR
FAILURE TO PAY TO THE APPROPRIATE PARTIES THE AMOUNTS DUE AND OWING TO SUCH
PARTIES FOR WHICH A DISBURSEMENT REQUEST WAS MADE PURSUANT TO SECTION 3.13 WHERE
SUCH DISBURSEMENT WAS MADE DIRECTLY TO BORROWER (PROVIDED, HOWEVER, THERE SHALL
BE NO LIABILITY WITH RESPECT TO A PARTICULAR DISBURSEMENT IN THE EVENT THAT
EVIDENCE REASONABLY SATISFACTORY TO LENDER HAS BEEN DELIVERED WHICH SHOWS THAT
SUCH DISBURSEMENT HAS BEEN APPLIED TO THE PAYMENT OF SUMS FOR WHICH SUCH
DISBURSEMENT WAS REQUESTED).
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY
OF THE LOAN DOCUMENTS, (A) LENDER SHALL NOT BE DEEMED TO HAVE WAIVED ANY RIGHT
WHICH LENDER MAY HAVE UNDER SECTION 506(A), 506(B), 1111(B) OR ANY OTHER
PROVISIONS OF THE U.S. BANKRUPTCY CODE TO FILE A CLAIM FOR THE FULL AMOUNT OF
THE DEBT OR TO REQUIRE THAT ALL COLLATERAL SHALL CONTINUE TO SECURE ALL OF THE
DEBT IN ACCORDANCE WITH THE LOAN DOCUMENTS, AND (B) LENDER'S AGREEMENT NOT TO
PURSUE PERSONAL LIABILITY OF BORROWER AS SET FORTH ABOVE SHALL BECOME NULL AND
VOID AND SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE DEBT SHALL BE FULLY
RECOURSE TO THE BORROWER IN AN AMOUNT EQUAL TO THE GREATER OF (X) LENDER'S
LOSSES ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING MATTERS OR (Y) AN
AMOUNT EQUAL TO THE UNPAID BALANCE OF THE DEBT, IN THE EVENT THAT ONE OR MORE OF
THE FOLLOWING OCCURS (EACH, A "SPRINGING RECOURSE EVENT"): (I) AN EVENT OF
DEFAULT DESCRIBED IN SECTION 8.1(D) SHALL HAVE OCCURRED, (II) THE OCCURRENCE OF
ANY CONDITION OR EVENT DESCRIBED IN EITHER SECTION 8.1(F)(I) (WITH RESPECT TO
BORROWER ONLY) OR SECTION 8.1(G) (WITH RESPECT TO BORROWER ONLY) (EACH, AN
"INSOLVENCY ACTION") AND, WITH RESPECT TO SUCH INSOLVENCY ACTION DESCRIBED IN
SECTION 8.1(G), EITHER BORROWER, GUARANTOR OR ANY PERSON OWNING AN INTEREST
(DIRECTLY OR INDIRECTLY) IN BORROWER OR GUARANTOR CONSENTS TO, AIDS, SOLICITS,
SUPPORTS, OR OTHERWISE COOPERATES OR COLLUDES TO CAUSE SUCH INSOLVENCY ACTION OR
FAILS TO CONTEST SUCH INSOLVENCY ACTION, EXCEPT IN THE EVENT THAT ANY SUCH PARTY
HAS A FIDUCIARY OR LEGAL DUTY TO TAKE SUCH ACTION, (III) ANY INVOLUNTARY
BANKRUPTCY PROCEEDING IS BROUGHT BY BORROWER OR GUARANTOR OR ANY OF THEIR
RESPECTIVE AFFILIATES AGAINST ANY OF THEM; (IV) IF SUBSEQUENT TO THE
COMMENCEMENT OF ANY VOLUNTARY BANKRUPTCY PROCEEDING WITH RESPECT TO BORROWER,
ANY INVOLUNTARY BANKRUPTCY PROCEEDING IS BROUGHT BY LENDER AGAINST BORROWER, AND
BORROWER OR GUARANTOR FILES ANY MOTION CONTESTING THE SAME; OR (V) BORROWER,