FOLLOWING NOTICE TO BORROWERS THAT THE SAME IS DUE AND PAYABLE;
(II)
IF ANY OF THE TAXES OR OTHER CHARGES ARE
NOT PAID PRIOR TO THE DATE UPON WHICH ANY INTEREST OR LATE CHARGES SHALL BEGIN
TO ACCRUE THEREON, SUBJECT TO SECTION 7.2 HEREOF;
(III)
IF THE POLICIES ARE NOT KEPT IN FULL FORCE
AND EFFECT;
(IV)
IF ANY BORROWER TRANSFERS OR OTHERWISE
ENCUMBERS ANY PORTION OF ANY PROPERTY OR ANY INTEREST THEREIN OR THE IP OR ANY
PORTION THEREOF, OR ANY DIRECT OR INDIRECT INTEREST IN ANY TRANSFER RESTRICTED
PARTY IS TRANSFERRED, IN EACH INSTANCE, IN VIOLATION OF THE PROVISIONS OF THIS
AGREEMENT AND NOT OTHERWISE CONSENTED TO BY LENDER;
206
(V)
IF ANY REPRESENTATION OR WARRANTY MADE BY
ANY BORROWER HEREIN OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY REPORT,
CERTIFICATE, FINANCIAL STATEMENT OR OTHER INSTRUMENT, AGREEMENT OR DOCUMENT
FURNISHED TO LENDER BY OR ON BEHALF OF ANY BORROWER OR ANY RESTRICTED PARTY
SHALL HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT AS OF THE DATE THE
REPRESENTATION OR WARRANTY WAS MADE, PROVIDED, HOWEVER, IF SUCH REPRESENTATION
OR WARRANTY IS SUSCEPTIBLE OF BEING CURED, AND LENDER HAS NOT THERETOFORE
MATERIALLY ADVERSELY RELIED THEREON, BORROWERS SHALL HAVE THE RIGHT TO CURE SUCH
REPRESENTATION OR WARRANTY WITHIN TEN (10) BUSINESS DAYS OF NOTICE THEREOF;
(VI)
IF ANY BORROWER, HRHI OR ANY GUARANTOR SHALL
MAKE AN ASSIGNMENT FOR THE BENEFIT OF ANY CREDITOR (OTHER THAN LENDER);
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE
APPOINTED FOR ANY BORROWER, HRHI OR ANY GUARANTOR, OR IF ANY BORROWER, HRHI OR
ANY 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, ANY BORROWER, HRHI OR ANY GUARANTOR, OR IF
ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF ANY BORROWER, HRHI OR ANY
GUARANTOR SHALL BE INSTITUTED; PROVIDED, HOWEVER, IF SUCH APPOINTMENT,
ADJUDICATION, PETITION OR PROCEEDING WAS INVOLUNTARY AND NOT CONSENTED TO BY ANY
BORROWER, HRHI OR ANY GUARANTOR, UPON THE SAME NOT BEING DISCHARGED, STAYED OR
DISMISSED WITHIN NINETY (90) DAYS, AND PROVIDED THAT SUCH APPOINTMENT WAS NOT
INITIATED BY LENDER;
(VIII)
IF ANY 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 BORROWER BREACHES ANY OF ITS
RESPECTIVE NEGATIVE COVENANTS CONTAINED IN SECTION 5.2 HEREOF OR ANY COVENANT
CONTAINED IN SECTION 4.1.30 OR SECTION 5.1.11 HEREOF, PROVIDED, HOWEVER, THAT,
UNLESS OTHERWISE ADDRESSED IN ANY OTHER CLAUSE OF THIS SECTION 8.1(A), A BREACH
OF ANY COVENANT CONTAINED IN SECTION 4.1.30, SECTION 5.1.11 OR SECTION 5.2
HEREOF SHALL NOT CONSTITUTE AN EVENT OF DEFAULT IF (A) SUCH BREACH IS
INADVERTENT AND NON-RECURRING, (B) IF SUCH BREACH IS CURABLE, BORROWERS SHALL
PROMPTLY CURE SUCH BREACH WITHIN THIRTY (30) DAYS AFTER NOTICE THEREOF FROM
LENDER, AND (C) WITH RESPECT