THE
LENDER MAY REQUEST (INCLUDING, WITHOUT LIMITATION, AS TO ENFORCEABILITY,
AUTHORITY AND EXISTENCE);
(I)
BORROWER SHALL HAVE PAID TO LENDER ALL LEGAL REASONABLY
ATTORNEYS' FEES, CHARGES AND EXPENSES INCURRED BY THE LENDER IN CONNECTION WITH
THE DRAFTING, NEGOTIATION AND EXECUTION OF THIS AMENDMENT;
(J)
BORROWER SHALL HAVE DELIVERED TO LENDER A CERTIFICATE OF THE
PRESIDENT OF BORROWER DATED AS OF THE DATE OF THIS AMENDMENT ON BEHALF OF
BORROWER, IN SUBSTANTIALLY THE FORM OF EXHIBIT 5(K) ATTACHED HERETO; AND
(K)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AMENDMENT AND ALL DOCUMENTATION AND OTHER LEGAL MATTERS
INCIDENT THERETO SHALL BE SATISFACTORY TO THE LENDER.
SECTION 6.
ADDITIONAL EVENTS OF DEFAULT.
IN ADDITION TO AND WITHOUT
IN ANY WAY LIMITING OR SUBSTITUTING FOR THE EVENTS OF DEFAULT OUTLINED IN THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE FOLLOWING SHALL CONSTITUTE
ADDITIONAL EVENTS OF DEFAULT:
(A)
BORROWER'S BREACH, DEFAULT, VIOLATION OR FAILURE TO TIMELY AND
FULLY COMPLY WITH ANY COVENANT OR AGREEMENT SET FORTH IN THIS AMENDMENT OR ANY
OTHER AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH, EXCEPT
THAT THERE SHALL BE A SEVEN (7) CALENDAR DAY CURE PERIOD COMMENCING FROM THE
EARLIER OF (I) RECEIPT BY BORROWER OF WRITTEN NOTICE OF SUCH BREACH, DEFAULT,
VIOLATION OR FAILURE, AND (II) THE TIME AT WHICH BORROWER OR ANY AUTHORIZED
OFFICER THEREOF KNEW OR BECAME AWARE OF SUCH FAILURE, VIOLATION, BREACH OR
DEFAULT (NOTWITHSTANDING ANY SUCH NOTICE AND GRACE AND/OR CURE PERIODS IN THE
LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, ALL OF WHICH ARE EXPRESSLY WAIVED
WITH RESPECT TO PROVISIONS OF THIS AMENDMENT AND THE PROVISIONS OF THE LOAN
AGREEMENT THAT ARE AMENDED HEREBY);
13
(B)
BORROWER'S BREACH, DEFAULT, VIOLATION OR FAILURE TO COMPLY IN ANY
RESPECT WITH THE EXPENDITURE LIMITATIONS SET FORTH IN THE BUDGET OR WITH THE
TERMS AND CONDITIONS OF ANY FINANCING ORDER, IN EACH CASE WITHOUT ANY NOTICE,
GRACE AND/OR CURE PERIOD OF ANY KIND;
(C)
THE OCCURRENCE OF ANY CONDITION OR EVENT THAT PERMITS LENDER TO
EXERCISE ANY OF THE REMEDIES SET FORTH IN THE FINANCING ORDER, INCLUDING,
WITHOUT LIMITATION, ANY EVENT WHICH CAUSES THE OCCURRENCE OF THE "TERMINATION
DATE" AS SUCH TERM IS DEFINED IN THE FINANCING ORDER, IN EACH CASE WITHOUT ANY
NOTICE, GRACE AND/OR CURE PERIOD OF ANY KIND;
(D)
THE TERMINATION OR NON-RENEWAL OF THIS AMENDMENT OR THE FINANCING
ORDER AS A RESULT OF THE OBJECTION OF ANY THIRD PARTY BEING SUSTAINED, OR IF THE
FINANCING ORDER SHALL BE MODIFIED, REVERSED, REVOKED, REMANDED, STAYED,
RESCINDED, VACATED OR AMENDED ON APPEAL OR BY THE COURT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE LENDER, IN EACH CASE WITHOUT ANY NOTICE, GRACE AND/OR
CURE PERIOD OF ANY KIND;
(E)
THE BORROWER EXPRESSES ITS INTENTION TO SUSPEND OR DISCONTINUE OR
IS ENJOINED BY ANY COURT OR GOVERNMENTAL AGENCY FROM CONTINUING TO CONDUCT ALL
OR ANY MATERIAL PART OF ITS BUSINESS OR IF A TRUSTEE, RECEIVER OR CUSTODIAN IS
APPOINTED FOR THE BORROWER OR ANY OF ITS PROPERTIES, IN EACH CASE WITHOUT ANY