100% of
Basic Rent and Additional Rent (other than Excepted Rights and Payments)
received by Borrower to repay the Debt;
(iii)
fraud or a material misrepresentation made by Borrower, or the
holders of beneficial or ownership interests in Borrower, in connection with the
financing evidenced by the Loan Documents;
(iv)
any attempt by Borrower to divert or otherwise cause to be
diverted any amounts payable to Lender or Servicer for Lender's benefit in
accordance with the Loan Documents;
(v)
the misappropriation or misapplication by Borrower of any
insurance proceeds or Condemnation awards relating to the Mortgaged Property;
(vi)
Borrower's failure to maintain its existence as a special
purpose, "bankruptcy remote" entity, in good standing, as required by Article 6
hereof;
(vii)
a Transfer in violation of Section 5.02 hereof; or
(viii)
any environmental matter(s) affecting the Mortgaged Property
which is introduced or caused by Borrower or any member of Borrower.
Notwithstanding anything to the contrary in the Loan Documents, (i) Lender shall
not be deemed to have waived any right which Lender may have under Sections
506(a), 506(b), 1111(b) or any other provisions of the 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 owing to Lender, and (ii) the Debt will
become fully recourse to Borrower (but not any member, partner or beneficiary
thereof) if: (A) Borrower fails to provide financial information in accordance
with the provisions of, this Loan Agreement; (B) Borrower fails to obtain
Lender's prior written consent to any Transfer as required by this Loan
Agreement; or (C) Borrower fails to satisfy the provisions of Section 4.01
hereof.
SECTION 12.14
GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS LOAN AGREEMENT
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE
OF TEXAS. BORROWER, AND EACH ENDORSER HEREBY SUBMITS TO PERSONAL JURISDICTION IN
SAID STATE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN
SAID STATE (AND ANY APPELLATE COURTS TAKING APPEALS THEREFROM) FOR THE
ENFORCEMENT OF SUCH BORROWER'S, ENDORSER'S OBLIGATIONS HEREUNDER, UNDER THE
NOTE, AND THE OTHER SECURITY DOCUMENTS, AND WAIVES ANY AND ALL PERSONAL RIGHTS
UNDER THE LAW OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR
THE PURPOSES OF SUCH ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH
OBLIGATIONS OF BORROWER OR ENDORSER. BORROWER AND EACH ENDORSER HEREBY WAIVES
AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS LOAN AGREEMENT, THE NOTE, OR ANY OF THE SECURITY
DOCUMENTS, (A) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION,
SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR
THAT THIS LOAN AGREEMENT, THE NOTE, AND/OR ANY OF THE SECURITY DOCUMENTS MAY NOT
BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS