BE;
OR ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF ANY BORROWER, ANY SPE
PARTY OR GUARANTOR SHALL BE INSTITUTED; PROVIDED, HOWEVER, IF SUCH APPOINTMENT,
ADJUDICATION, PETITION OR PROCEEDING WAS INVOLUNTARY AND NOT CONSENTED TO BY
SUCH BORROWER, SUCH SPE PARTY OR GUARANTOR, AS THE CASE MAY BE, ONLY UPON THE
SAME NOT BEING DISCHARGED, STAYED OR DISMISSED WITHIN NINETY (90) DAYS;
(H)
ANY BORROWER BREACHES ANY COVENANT CONTAINED IN SECTIONS 5.10,
5.12.1(A) - (F), 5.13, 5.15, 5.22, 5.25, OR 5.28 AND IF SUCH BREACH (I) RESULTS
IN A MATERIAL ADVERSE CHANGE, SUCH BREACH CONTINUES UNCURED FOR TEN (10) DAYS
FOLLOWING THE BORROWERS RECEIPT OF WRITTEN NOTICE FROM LENDER IDENTIFYING SUCH
BREACH AND (II) DOES NOT RESULT IN A MATERIAL ADVERSE CHANGE, SUCH BREACH
CONTINUES UNCURED FOR THIRTY (30) DAYS FOLLOWING THE BORROWERS RECEIPT OF
WRITTEN NOTICE FROM LENDER IDENTIFYING SUCH BREACH;
(I)
EXCEPT AS PERMITTED HEREUNDER, THE ALTERATION, IMPROVEMENT,
DEMOLITION OR REMOVAL OF ALL OR A MATERIAL PORTION OF THE IMPROVEMENTS WITH
RESPECT TO ANY PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER IF AND ONLY
IF SUCH CONSENT IS REQUIRED PURSUANT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT;
(J)
ANY OF THE ASSUMPTIONS CONTAINED IN ANY SUBSTANTIVE
NON-CONSOLIDATION OPINION, DELIVERED TO LENDER BY THE BORROWERS' COUNSEL IN
CONNECTION WITH THE LOAN OR OTHERWISE HEREUNDER, WERE NOT TRUE AND CORRECT IN
ANY MATERIAL RESPECT AS OF THE DATE OF SUCH OPINION AND THE SAME CAN REASONABLY
BE EXPECTED TO RESULT IN SUBSTANTIVE CONSOLIDATION OF THE BORROWERS OR ANY OF
THEM IN THE BANKRUPTCY OF ANOTHER PERSON; OR
(K)
A DEFAULT WHICH RESULTS IN A MATERIAL ADVERSE CHANGE SHALL BE
CONTINUING UNDER ANY OF THE OTHER TERMS, COVENANTS OR CONDITIONS OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT NOT OTHERWISE SPECIFIED IN THIS SECTION 8.1
FOR THIRTY (30) DAYS AFTER WRITTEN NOTICE TO THE BORROWERS FROM LENDER, IN THE
CASE OF ANY DEFAULT WHICH CAN BE CURED BY THE PAYMENT OF A SUM OF MONEY, OR FOR
SIXTY (60) DAYS AFTER NOTICE FROM LENDER IN THE CASE OF ANY OTHER DEFAULT;
PROVIDED, HOWEVER, THAT IF SUCH NON-MONETARY DEFAULT IS SUSCEPTIBLE OF CURE BUT
CANNOT REASONABLY BE CURED WITHIN SUCH SIXTY (60) DAY PERIOD, AND THE BORROWERS
SHALL HAVE COMMENCED TO CURE SUCH DEFAULT WITHIN SUCH SIXTY (60) DAY PERIOD AND
THEREAFTER DILIGENTLY AND EXPEDITIOUSLY PROCEED TO CURE THE SAME, SUCH SIXTY
(60) DAY PERIOD SHALL BE EXTENDED FOR AN ADDITIONAL PERIOD OF TIME AS IS
REASONABLY NECESSARY FOR THE BORROWERS IN THE EXERCISE OF DUE DILIGENCE TO CURE
SUCH DEFAULT, SUCH ADDITIONAL PERIOD NOT TO EXCEED ONE HUNDRED TWENTY (120)
DAYS.
8.2
Remedies
8.2.1
Acceleration.
Upon the occurrence of an Event of
Default (other than an Event of Default described in paragraph (f) or (g) of
Section 8.1) and at any time and from time to time thereafter, in addition to
any other rights or remedies available to it pursuant to the Loan Documents or
at law or in equity, Lender may take such action, without notice or demand,