directly or indirectly, any legal
or beneficial interest in Borrower or any Affiliate of Borrower (other than
Borrower) or (iii) any partner, member, principal, officer, controlling person,
beneficiary, trustee, advisor, shareholder, employee, agent, Affiliate or
director of any Persons described in clauses (i) through (iii) above (other than
Borrower), and it is understood that neither the Note nor any other
Indebtedness, obligation or liability under or with respect to this Agreement
and any other Loan Document may be enforced against any Person described in
clauses (i) through (iii) above (other than Borrower); provided, however, that
the foregoing provisions of this paragraph shall not:
(A)
PREVENT RECOURSE TO BORROWER, THE ASSETS OF BORROWER, THE MORTGAGED
PROPERTY OR ANY OTHER INSTRUMENT OR DOCUMENT WHICH IS PLEDGED BY BORROWER TO
LENDER PURSUANT TO THE LOAN DOCUMENTS, INCLUDING ALL COLLATERAL;
(B)
HAVE ANY APPLICABILITY WHATSOEVER TO THE COLLATERAL PLEDGED
PURSUANT TO THE PLEDGE AGREEMENT OR LIMIT THE LIABILITY OF THE PARTIES UNDER THE
GUARANTY OF NON-RECOURSE OBLIGATIONS; OR
(C)
CONSTITUTE A WAIVER, RELEASE OR DISCHARGE OF ANY INDEBTEDNESS OR
OBLIGATION EVIDENCED BY THE NOTE OR SECURED BY THE LOAN DOCUMENTS, AND THE SAME
SHALL CONTINUE UNTIL PAID OR DISCHARGED IN FULL;
(D)
PREVENT RECOURSE TO BORROWER AND GUARANTOR, JOINTLY AND SEVERALLY,
AND THEIR RESPECTIVE ASSETS FOR REPAYMENT OF THE INDEBTEDNESS, AND THE
INDEBTEDNESS SHALL BE FULLY RECOURSE NOT ONLY TO BORROWER BUT ALSO TO GUARANTOR,
IN THE EVENT:
(1)
BORROWER OR ANY AFFILIATE CONTESTS OR IN ANY WAY INTERFERES WITH,
DIRECTLY OR INDIRECTLY (COLLECTIVELY, A "CONTEST"), ANY FORECLOSURE ACTION OR
SALE COMMENCED BY LENDER OR WITH ANY OTHER ENFORCEMENT OF LENDER'S RIGHTS,
POWERS OR REMEDIES UNDER ANY OF THE LOAN DOCUMENTS OR UNDER ANY DOCUMENT
EVIDENCING, SECURING OR OTHERWISE RELATING TO ANY OF THE COLLATERAL (WHETHER BY
MAKING ANY MOTION, BRINGING ANY COUNTERCLAIM, CLAIMING ANY DEFENSE, SEEKING ANY
INJUNCTION OR OTHER RESTRAINT, COMMENCING ANY ACTION SEEKING TO CONSOLIDATE ANY
SUCH FORECLOSURE OR OTHER ENFORCEMENT WITH ANY OTHER ACTION, OR OTHERWISE)
(EXCEPT THIS CLAUSE (1) SHALL NOT APPLY IF BORROWER OR SUCH AFFILIATE
SUCCESSFULLY ASSERTS A CONTEST AND OBTAINS A FAVORABLE COURT ORDER FOR THE
BORROWER AS TO SAME);
(2)
ANY MORTGAGED PROPERTY BECOMES AN ASSET IN A VOLUNTARY BANKRUPTCY
OR INSOLVENCY PROCEEDING OR ANY PETITION FOR BANKRUPTCY, REORGANIZATION OR
ARRANGEMENT PURSUANT TO FEDERAL BANKRUPTCY LAW, OR ANY SIMILAR FEDERAL OR STATE
LAW, SHALL BE FILED (X) BY BORROWER OR (Y) AGAINST BORROWER WITH THE CONSENT OR
ACQUIESCENCE OF BORROWER OR THE GUARANTOR OR THEIR RESPECTIVE AFFILIATES;
(3)
OF ANY TRANSFER IN VIOLATION OF THE TERMS OF THE LOAN DOCUMENTS;
(4)
BORROWER OR THE GENERAL PARTNER OR THE GUARANTOR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ADMITS, IN WRITING OR IN ANY LEGAL
PROCEEDING, ITS INSOLVENCY OR INABILITY TO PAY ITS DEBTS AS THEY BECOME DUE; OR
(5)
of any breach of the Side Agreement; or
100
(E)
PREVENT RECOURSE TO BORROWER AND GUARANTOR, JOINTLY AND SEVERALLY,
AND THEIR RESPECTIVE ASSETS, AND BORROWER AND GUARANTOR SHALL BE FULLY AND
PERSONALLY LIABLE, FOR