LENDER TO CURE IN A MANNER SATISFACTORY TO
LENDER ANY SUCH BREACH OF A REPRESENTATION OR WARRANTY THAT IS SUSCEPTIBLE TO
CURE, EXCEPT THAT BORROWER SHALL HAVE NO OPPORTUNITY TO CURE ANY BREACH OF A
REPRESENTATION OR WARRANTY (A) MADE TO THE BEST OF BORROWER'S KNOWLEDGE (I.E.,
WHICH BORROWER KNEW WAS FALSE WHEN MADE), (B) THAT WAS OTHERWISE INTENTIONALLY
MISREPRESENTED, OR (C) MADE PURSUANT TO SECTION 3.1.8 OR 3.1.24 HEREOF;
(VI)
IF BORROWER, ANY SPC PARTY OR GUARANTOR SHALL MAKE AN ASSIGNMENT
FOR THE BENEFIT OF CREDITORS;
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE APPOINTED FOR
BORROWER, ANY SPC PARTY OR GUARANTOR OR IF BORROWER, ANY SPC PARTY OR GUARANTOR
SHALL BE ADJUDICATED A BANKRUPT OR INSOLVENT, OR IF ANY PETITION FOR BANKRUPTCY,
REORGANIZATION OR ARRANGEMENT PURSUANT TO FEDERAL BANKRUPTCY LAW, OR ANY SIMILAR
FEDERAL OR STATE LAW, SHALL BE FILED BY OR AGAINST, CONSENTED TO, OR ACQUIESCED
IN BY, BORROWER, ANY SPC PARTY OR GUARANTOR, OR IF ANY PROCEEDING FOR THE
DISSOLUTION OR LIQUIDATION OF BORROWER, ANY SPC PARTY OR GUARANTOR SHALL BE
INSTITUTED;
81
PROVIDED, HOWEVER, IF SUCH APPOINTMENT, ADJUDICATION, PETITION OR PROCEEDING WAS
INVOLUNTARY AND NOT CONSENTED TO BY BORROWER, ANY SPC PARTY OR GUARANTOR, UPON
THE SAME NOT BEING DISCHARGED, STAYED OR DISMISSED WITHIN NINETY (90) DAYS;
(VIII)
IF BORROWER ATTEMPTS TO ASSIGN ITS RIGHTS UNDER THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR ANY INTEREST HEREIN OR THEREIN IN
CONTRAVENTION OF THE LOAN DOCUMENTS;
(IX)
IF ANY OF THE ASSUMPTIONS CONTAINED IN THE INSOLVENCY OPINION, OR
IN ANY OTHER NON-CONSOLIDATION OPINION DELIVERED TO LENDER IN CONNECTION WITH
THE LOAN, OR IN ANY OTHER NON-CONSOLIDATION OPINION DELIVERED SUBSEQUENT TO THE
CLOSING OF THE LOAN, IS OR SHALL BECOME UNTRUE IN ANY MATERIAL RESPECT;
(X)
IF BORROWER BREACHES ANY REPRESENTATION, WARRANTY OR COVENANT
CONTAINED IN SECTION 3.1.24 HEREOF IN ANY MATERIAL RESPECT;
(XI)
IF BORROWER FAILS TO COMPLY WITH THE COVENANTS AS TO PRESCRIBED
LAWS SET FORTH IN SECTION 4.1.1;
(XII)
IF THERE SHALL BE AN "EVENT OF DEFAULT" UNDER (AND AS DEFINED IN)
ANY OF THE OTHER LOAN DOCUMENTS;
(XIII)
IF (A) THERE OCCURS ANY EVENT OR CONDITION THAT GIVES ANY PARTY
TO THE REOA (OTHER THAN FEE BORROWER) THE RIGHT TO TERMINATE OR CANCEL THE REOA
AND SUCH EVENT OR CONDITION IS NOT CURED WITHIN ANY APPLICABLE CURE PERIOD UNDER
THE REOA, OR (B) THE REOA IS TERMINATED OR CANCELLED WITHOUT LENDER'S PRIOR
CONSENT OR (C) ANY OF THE TERMS, COVENANTS OR CONDITIONS OF THE REOA SHALL BE
MATERIALLY MODIFIED, SUPPLEMENTED, OR AMENDED WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER; OR
(XIV)
IF BORROWER OR ANY AFFILIATE SHALL CONTINUE TO BE IN DEFAULT UNDER
ANY OF THE OTHER TERMS, COVENANTS OR CONDITIONS OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT NOT SPECIFIED IN SUBSECTIONS (I) TO (XIII) ABOVE, FOR TEN (10)
DAYS AFTER NOTICE TO BORROWER FROM LENDER, IN THE CASE OF ANY DEFAULT WHICH CAN
BE CURED BY THE PAYMENT OF A SUM OF MONEY, OR FOR THIRTY (30)