WRITTEN NOTICE THEREOF TO BORROWER (OTHER THAN THE
FAILURE
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OF THE LENDER TO TRANSFER AVAILABLE FUNDS FROM THE COLLECTION ACCOUNT TO A
RESERVE ACCOUNT PURSUANT TO SECTION 2.12(B);
(D)
IF ANY REPRESENTATION OR WARRANTY MADE
HEREIN OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY REPORT, CERTIFICATE, FINANCIAL
STATEMENT OR OTHER INSTRUMENT, AGREEMENT OR DOCUMENT FURNISHED BY BORROWER,
MEMBER OR GUARANTOR IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OTHER
LOAN DOCUMENT SHALL BE FALSE OR MATERIALLY MISLEADING AS OF THE DATE SUCH
REPRESENTATION OR WARRANTY WAS MADE (OR IF SUCH REPRESENTATION OR WARRANTY
RELATES TO AN EARLIER DATE, THEN AS OF SUCH EARLIER DATE);
(E)
IF BORROWER OR THE GUARANTOR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(F)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE
SHALL BE APPOINTED FOR BORROWER OR THE GUARANTOR OR IF BORROWER OR THE 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 OR THE GUARANTOR, OR IF ANY PROCEEDING FOR THE DISSOLUTION OR
LIQUIDATION OF BORROWER OR THE GUARANTOR SHALL BE INSTITUTED; PROVIDED, HOWEVER,
THAT IF SUCH APPOINTMENT, ADJUDICATION, PETITION OR PROCEEDING WAS INVOLUNTARY
AND NOT CONSENTED TO BY BORROWER OR THE GUARANTOR, UPON THE SAME NOT BEING
DISCHARGED, STAYED OR DISMISSED WITHIN NINETY (90) DAYS, OR IF BORROWER OR THE
GUARANTOR SHALL GENERALLY NOT BE PAYING ITS DEBTS AS THEY BECOME DUE;
(G)
IF BORROWER ATTEMPTS TO DELEGATE ITS
OBLIGATIONS OR ASSIGN ITS RIGHTS UNDER THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS OR ANY INTEREST HEREIN OR THEREIN, OR IF ANY TRANSFER OF ANY MORTGAGED
PROPERTY OR ANY INTEREST THEREIN OCCURS, OR ANY DIRECT OR INDIRECT TRANSFER OF
ANY DIRECT OR INDIRECT OWNERSHIP INTEREST IN BORROWER OCCURS, OTHER THAN IN
ACCORDANCE WITH OR AS PERMITTED UNDER THIS AGREEMENT;
(H)
IF ANY BREACH OR FAILURE TO PERFORM ANY OF
THE COVENANTS IN ARTICLE VI HEREOF SHALL OCCUR, WHICH BREACH OR FAILURE TO
PERFORM, IN THE CASE OF SECTION 6.1(O) OR (Q) ONLY, SHALL REMAIN UNCURED FOR A
PERIOD OF THIRTY (30) DAYS AFTER THE OCCURRENCE OF SUCH BREACH OR FAILURE TO
PERFORM OR IF ANY MATERIAL BREACH OR FAILURE TO PERFORM ANY OF THE COVENANTS IN
ARTICLE VIII HEREOF SHALL OCCUR;
(I)
IF AN EVENT OF DEFAULT AS DEFINED OR
DESCRIBED IN THE NOTE OR ANY OTHER LOAN DOCUMENT OCCURS, WHETHER AS TO BORROWER
OR THE MORTGAGED PROPERTY OR ANY PORTION THEREOF;
(J)
IF ANY OF THE ASSUMPTIONS MADE WITH
RESPECT TO BORROWER AND ITS AFFILIATES IN THAT CERTAIN SUBSTANTIVE
NON-CONSOLIDATION OPINION LETTER DATED AS OF FEBRUARY
, 2004 DELIVERED BY
HOLME ROBERTS & OWEN LLP IN CONNECTION WITH THE LOAN IS NOT TRUE AND CORRECT IN
ALL RESPECTS;
(K)
IF BORROWER FAILS TO MAINTAIN ANY INSURANCE
REQUIRED TO BE MAINTAINED PURSUANT TO SECTION 5.1(X) HEREOF; AND
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(L)
IF BORROWER SHALL FAIL TO PERFORM ANY