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20041`317 a manner to cause Borrower to comply with any and all requirements of the cash management system set forth in the Loan Documents, including but not limited to Section 2.12 of the Loan Agreement, the Cash Collateral Account Agreement and the Collection Account Agreement. (h) No Joint Venture. The relationship of Lender to Borrower is one of a creditor to a debtor, and Lender is not a joint venturer or partner of Borrower. (i) Lender Not Obligated Under Management Agreement. Manager further agrees that nothing herein shall impose upon Lender any obligation for payment or performance in favor of Manager, unless and until Lender notifies Manager in writing that Lender has elected to assert Borrower's rights under the Management Agreement and assume Borrower's obligations thereunder from and after the effective date of Lender's notice of such election to Manager and Lender has agreed to pay Manager the sums due Manager under the terms of the Management Agreement from and after the effective date of Lender's notice of such election to Manager. Upon such notification by Lender to Manager, Manager shall continue performing its duties on Lender's behalf in accordance with the terms of the Management Agreement. Notwithstanding anything contained herein to the contrary, Manager acknowledges and agrees that Lender shall not be liable for or obligated to perform any obligations of Borrower under the Management Agreement (including, without limitation, the payment of any fees due Manager) that accrued or relate to any period prior to Lender's notification of Manager that it has elected to assert Borrower's rights under the Management Agreement as set forth above nor shall Lender be liable for any termination fees or charges that may be due Manager under the Management Agreement in connection with or as a result of any default(s) or event(s) of default by Borrower thereunder. 0) Lender's Reliance on Representations. Manager has executed this Agreement for the purpose of inducing Lender to consent to the assumption of the Loan by Borrower and with full knowledge that Lender shall rely upon the representations, warranties, covenants and agreements herein contained when consenting to the assumption of the Loan by Borrower and that but for this instrument and the representations, warranties, covenants and agreements herein contained, Lender would not take such actions. (k) Filing of Petition of Bankruptcy. Manager agrees not to cause the filing of a petition in bankruptcy against Borrower for non - payment to Manager of fees, expenses and expenditures under the Management Agreement until the payment in full of the Loan and the expiration of a period equal to the applicable preference period under the federal Bankruptcy Code (Title 11 of the United States Code) plus ten (10) days following such payment. 4. Assignment. Manager acknowledges that Lender may assign all of its right, title and interest in, to and under this Agreement, together with all of the other Loan Documents, to any Person in accordance with the provisions of the Loan Agreement and Manager agrees that all of the covenants and agreements made by Manager in the Management Agreement are also for the benefit of Lender and its successors and assigns provided that -7- AO 1244560.1