OR BORROWER PRINCIPAL IN CONNECTION
WITH THE EXECUTION AND THE DELIVERY OF THIS AGREEMENT, THE NOTE, THE MORTGAGES,
ANY OF THE OTHER LOAN DOCUMENTS, OR ANY CERTIFICATE, REPORT, FINANCIAL STATEMENT
OR OTHER INSTRUMENT OR DOCUMENT FURNISHED TO LENDER AT THE TIME OF THE CLOSING
OF THE LOAN OR DURING THE TERM OF THE LOAN;
(II)
BORROWER'S MISAPPLICATION OR MISAPPROPRIATION OF RENTS RECEIVED
BY BORROWER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT;
(III)
BORROWER'S MISAPPLICATION OR MISAPPROPRIATION OF TENANT SECURITY
DEPOSITS OR RENTS COLLECTED IN ADVANCE;
(IV)
THE MISAPPLICATION OR THE MISAPPROPRIATION OF INSURANCE PROCEEDS
OR AWARDS;
(V)
BORROWER'S FAILURE TO PAY TAXES, OTHER CHARGES (EXCEPT TO THE
EXTENT THAT SUMS SUFFICIENT TO PAY SUCH AMOUNTS HAVE BEEN DEPOSITED IN ESCROW
WITH LENDER PURSUANT TO THE TERMS HEREOF AND THERE EXISTS NO IMPEDIMENT TO
LENDER'S UTILIZATION THEREOF), CHARGES FOR LABOR OR MATERIALS OR OTHER CHARGES
THAT CAN CREATE LIENS ON ANY PROPERTY BEYOND ANY APPLICABLE NOTICE AND CURE
PERIODS SPECIFIED HEREIN;
(VI)
BORROWER'S FAILURE TO RETURN OR TO REIMBURSE LENDER FOR ALL
PERSONAL PROPERTY TAKEN FROM ANY PROPERTY BY OR ON BEHALF OF BORROWER AND NOT
REPLACED WITH PERSONAL PROPERTY OF THE SAME UTILITY AND OF THE SAME OR GREATER
VALUE;
(VII)
ANY ACT OF ACTUAL WASTE OR ARSON BY BORROWER, ANY PRINCIPAL,
AFFILIATE, MEMBER OR GENERAL PARTNER THEREOF OR BY BORROWER PRINCIPAL, ANY
PRINCIPAL, AFFILIATE, MEMBER OR GENERAL PARTNER THEREOF;
(VIII)
BORROWER'S FAILURE FOLLOWING ANY EVENT OF DEFAULT TO DELIVER TO
LENDER UPON DEMAND ALL RENTS AND BOOKS AND RECORDS RELATING TO ANY PROPERTY;
(IX)
BORROWER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR
120
(X)
BORROWER OR ANY AFFILIATED LESSEE SHALL TAKE ANY ACTION OF ANY
KIND OR NATURE WHATSOEVER, EITHER DIRECTLY OR INDIRECTLY TO OPPOSE, IMPEDE,
OBSTRUCT, CHALLENGE, HINDER, FRUSTRATE, ENJOIN OR OTHERWISE INTERFERE WITH
(A) LENDER'S TERMINATION OF ANY OPERATING LEASE WITH ANY AFFILIATED LESSEE, (B)
LENDER OR THE PARTY ACQUIRING ANY PROPERTY FOLLOWING THE OCCURRENCE OF A
FORECLOSURE OR DEED IN LIEU THEREOF (IN FULL SUBSTITUTION OF THE APPLICABLE
AFFILIATED LESSEE) BEING DEEMED THE "OWNER" UNDER THE MANAGEMENT AGREEMENT, (C)
THE EXECUTION, DELIVERY OR EFFECTIVENESS OF A NEW MANAGEMENT AGREEMENT DIRECTLY
BETWEEN LENDER OR THE PARTY ACQUIRING ANY PROPERTY FOLLOWING A FORECLOSURE OR
DEED IN LIEU THEREOF AND APPLICABLE MANAGER OR (D)
ANY PAYMENT OR OTHER
TRANSFER BY MANAGER OF FUNDS WHICH WOULD OTHERWISE BE PAID TO ANY AFFILIATED
LESSEE UNDER ANY OPERATING LEASE DIRECTLY TO LENDER OR THE PARTY ACQUIRING ANY
PROPERTY FOLLOWING THE OCCURRENCE OF A FORECLOSURE OR DEED IN LIEU THEREOF, IN
EACH CASE AFTER OR AS A RESULT OF ANY AUTOMATIC TERMINATION OF THE APPLICABLE
OPERATING LEASE OR OF LENDER EXERCISING ITS RIGHT TO TERMINATE THE OPERATING
LEASE, IN EACH CASE PURSUANT TO THE APPLICABLE SUBORDINATION, ATTORNMENT AND
SECURITY AGREEMENT AND THIS AGREEMENT, OR SHALL, EITHER DIRECTLY OR INDIRECTLY,
CAUSE OR PERMIT ANY OTHER PERSON TO TAKE ANY ACTION WHICH, IF TAKEN BY SUCH
AFFILIATED LESSEE WOULD CONSTITUTE AN EVENT DESCRIBED IN THIS
SECTION 15.1(B)(X).
(C)
NOTWITHSTANDING THE FOREGOING, THE AGREEMENT OF