Springing Recourse Event. Notwithstanding anything to the contrary in this Agreement, the Note or any of the other Loan Documents, # neither the Agent nor the Lender shall be deemed to have waived any right which the Agent or the 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 Obligations secured by any Mortgage or to require that all collateral shall continue to secure all of the Obligations in accordance with the Loan Documents, and # notwithstanding that the Loan is fully recourse to each Borrower, the Debt shall also be fully recourse to each Guarantor pursuant to the terms of the Guaranty of Recourse Obligations # in the event of: # any Borrower Party filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # the filing of an involuntary petition against any Borrower Party under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law if and only if any Borrower Related Person solicited, acted in concert with, colluded with, conspired with or otherwise assisted the petitioning creditors in connection with such involuntary petition; # any Borrower Related Person consenting to, acquiescing in, or otherwise joining in any involuntary petition filed against any Borrower Party by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # any Borrower Related Person making, consenting to, otherwise joining in or soliciting, colluding, conspiring or acting in concert with any others in furtherance of an application for the appointment of a custodian, liquidator, receiver or trustee for any Borrower Party or any portion of any Property; # any Borrower Party making an assignment for the benefit of creditors; or # any Borrower Party admitting in writing in any legal proceeding its insolvency or inability to pay its debts as they become due; # in the event of a breach of the covenant set forth in [Section 4.1.31] hereof; # if any Borrower Party fails to obtain the Agent’s prior written consent to # any Indebtedness of any Borrower for borrowed money in violation of this Agreement or # any Lien encumbering any Property or the Collateral or any indirect interest (of any form of ownership) in any Property, the Collateral or any Borrower (other than Permitted Encumbrances) if such Lien was filed by, or such filing was affirmatively approved or acquiesced to by, a Borrower Related Person; # other than a Permitted Transfer, the occurrence, without the prior written consent of the Agent, of # any Transfer of all or any portion of any Property (or any interest therein), # any Transfer of all or any portion of the Collateral (or any interest therein), # any Transfer of any direct or indirect interest in any Borrower, # any Change of Control and/or # without limitation of the [foregoing clauses (A), (B), (C) or (D)])])])], a Sale or Pledge of any Property (or any interest therein), the Collateral (or any interest therein) or any direct or indirect interest in any Borrower in order to obtain additional financing for any Borrower Related Person; or # if any Borrower Related Person interferes with or hinders the prosecution of any enforcement action or the exercise of rights or remedies by the Agent or the Lender under any Loan Document, or seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense against the Agent or the Lender or any right in connection with any security for the Loan.

Notwithstanding anything to the contrary in this Note or any of the Loan Documents, # 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 Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness in accordance with the Loan Documents, and # 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 Indebtedness shall be fully recourse to Borrower in the event that one or more of the following occurs (each, a “Full Recourse Event”): # Borrower files a voluntary petition under the U.S. Bankruptcy Code or any other federal or state bankruptcy or insolvency law, # an involuntary bankruptcy or insolvency proceeding is commenced against Borrower (other than by Lender) where Borrower or any of its Affiliates have colluded, consented to or acquiesced to such filing, # any material, uncured failure of Borrower to maintain its status as a Single Purpose Entity is a material factor in the substantive consolidation of Borrower with any other Person or # a material default occurs under Article 6 of the Loan Agreement. For purposes hereof, any default under Article 6 of the Loan Agreement shall be deemed to be material if # such Transfer results a change of Control of Borrower, # such Transfer results in more than forty-nine percent (49%) of the total direct or indirect Equity Interests in Borrower being owned by Persons that did not own such Equity Interests as of the Closing Date or # such Transfer is a Transfer of the fee interest in the Property.