CERTIFICATES OF ANY
OF SUCH INSURANCE POLICIES ARE NOT DELIVERED TO THE ADMINISTRATIVE AGENT WITHIN
FIFTEEN (15) BUSINESS DAYS FOLLOWING THE ADMINISTRATIVE AGENT'S REQUEST
THEREFOR; OR
(15)
SUBJECT TO THE BORROWER'S RIGHT TO CONTEST AS
SET FORTH IN SECTION 7.4(3), IF ANY OF THE IMPOSITIONS OR OTHER CHARGES ARE NOT
PAID PRIOR TO THE IMPOSITION OF ANY INTEREST, PENALTY, CHARGE, OR EXPENSE FOR
THE NON-PAYMENT THEREOF AND REMAIN UNPAID FOR TEN (10) DAYS AFTER ADMINISTRATIVE
AGENT DELIVERS WRITTEN NOTICE THEREOF TO BORROWER; OR
(16)
IF BORROWER SHALL FAIL TO COMPLY WITH ANY
COVENANTS SET FORTH IN SECTION 3.4 OR ARTICLE 4 OF THE SECURITY INSTRUMENTS OR
THE OBLIGATION TO EXECUTE AND DELIVER (AND CAUSE EACH MORTGAGED PROPERTY OWNER
AND OPERATING AFFILIATE TO EXECUTE AND DELIVER) THE ACCOUNT AGREEMENT AS SET
FORTH IN SECTION 8.1(2) ABOVE, WITH SUCH FAILURE CONTINUING FOR TEN (10)
BUSINESS DAYS AFTER ADMINISTRATIVE AGENT DELIVERS WRITTEN NOTICE THEREOF TO
BORROWER; OR
(17)
IF THE TRANSACTION PARTIES SHALL FAIL TO DEPOSIT
ANY SUMS REQUIRED TO BE DEPOSITED IN THE PAYMENTS ACCOUNT PURSUANT TO
ARTICLE VIII WHEN DUE; OR
(18)
IF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY LIEN GRANTED HEREUNDER OR THEREUNDER, IN WHOLE OR IN PART, SHALL TERMINATE
OR SHALL CEASE TO BE EFFECTIVE OR SHALL CEASE TO BE A LEGALLY VALID, BINDING AND
ENFORCEABLE OBLIGATION OF EACH APPLICABLE TRANSACTION PARTY, OR ANY LIEN
SECURING THE OBLIGATIONS SHALL, IN WHOLE OR IN PART, CEASE TO BE A PERFECTED
FIRST PRIORITY LIEN, SUBJECT TO THE PERMITTED ENCUMBRANCES (EXCEPT IN ANY OF THE
FOREGOING CASES IN ACCORDANCE WITH THE TERMS HEREOF OR UNDER ANY OTHER LOAN
DOCUMENT OR BY REASON OF ANY AFFIRMATIVE ACT OF LENDER); OR
(19)
IF BORROWER SHALL DEFAULT BEYOND THE EXPIRATION
OF ANY APPLICABLE CURE PERIOD UNDER ANY EXISTING EASEMENT, COVENANT OR
RESTRICTION WHICH AFFECTS THE MORTGAGED PROPERTY, THE DEFAULT OF WHICH SHALL
HAVE A PORTFOLIO MATERIAL ADVERSE EFFECT.
9.2
Remedies.
(1)
IF ANY EVENT OF DEFAULT SHALL OCCUR, THEN
AUTOMATICALLY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SECTION 9.1(7)
ABOVE, AND IN ALL OTHER CASES, AT THE REQUEST OR WITH THE CONSENT OF THE
REQUIRED LENDERS: (I)
THE ADMINISTRATIVE AGENT MAY (OR AT THE DIRECTION OF THE
REQUIRED LENDERS SHALL) EXERCISE, ON BEHALF OF THE LENDERS, ALL RIGHTS AND
REMEDIES UNDER THE GUARANTIES, THE PLEDGE AGREEMENTS, THE SECURITY INSTRUMENTS
AND ANY OTHER COLLATERAL DOCUMENTS ENTERED INTO WITH RESPECT TO THE LOAN; (II)
THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN AND INTEREST ACCRUED BUT UNPAID
THEREON AND ALL OTHER OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE,
WITHOUT DEMAND UPON OR PRESENTMENT TO ANY OF THE TRANSACTION PARTIES, WHICH ARE
EXPRESSLY WAIVED BY THE TRANSACTION PARTIES, AND (III) THE ADMINISTRATIVE AGENT
MAY (OR AT THE DIRECTION OF THE REQUIRED LENDERS, SHALL) IMMEDIATELY EXERCISE
ALL RIGHTS, POWERS AND REMEDIES AVAILABLE AT LAW, IN EQUITY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, UNDER THE OTHER LOAN DOCUMENTS, ALL OF WHICH
RIGHTS, POWERS AND REMEDIES ARE CUMULATIVE AND NOT EXCLUSIVE.
71
(2)
UPON THE OCCURRENCE AND