OR ANY MEZZANINE
COLLATERAL OR THE DIRECT OR INDIRECT INTERESTS IN ANY KEY ENTITY, MEZZANINE
PROPERTY GUARANTOR, MATERIAL SUBSIDIARY OR ENCUMBERED PROPERTY SUBSIDIARY IN
VIOLATION OF THE PROVISIONS OF SECTION ‎5.2.10 HEREOF;
(V)
IF ANY REPRESENTATION OR WARRANTY MADE BY BORROWER HEREIN OR IN ANY
OTHER LOAN DOCUMENT, OR IN ANY REPORT, CERTIFICATE, FINANCIAL STATEMENT OR OTHER
INSTRUMENT, AGREEMENT OR DOCUMENT FURNISHED TO LENDER SHALL HAVE BEEN FALSE OR
MISLEADING IN ANY MATERIAL RESPECT AS OF THE DATE THE REPRESENTATION OR WARRANTY
WAS MADE; PROVIDED, HOWEVER, AS TO ANY SUCH FALSE OR MISLEADING REPRESENTATION
OR WARRANTY WHICH WAS UNINTENTIONALLY SUBMITTED TO LENDER AND WHICH CAN BE MADE
TRUE AND CORRECT BY ACTION OF BORROWER, BORROWER SHALL HAVE A PERIOD OF TEN (10)
BUSINESS DAYS FOLLOWING WRITTEN NOTICE THEREOF FOR BORROWER TO UNDERTAKE AND
COMPLETE ALL ACTION NECESSARY TO MAKE SUCH REPRESENTATION, WARRANTY,
ACKNOWLEDGEMENT OR STATEMENT TRUE AND CORRECT AS AND WHEN MADE;
(VI)
IF ANY KEY ENTITY OR ANY GUARANTOR SHALL MAKE AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS;
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE APPOINTED FOR ANY KEY
ENTITY OR ANY GUARANTOR OR IF ANY KEY ENTITY OR ANY GUARANTOR SHALL BE
ADJUDICATED A BANKRUPT OR INSOLVENT, OR IF ANY PETITION FOR BANKRUPTCY,
REORGANIZATION OR ARRANGEMENT PURSUANT TO THE BANKRUPTCY CODE, OR ANY SIMILAR
FEDERAL OR STATE LAW, SHALL BE FILED BY OR AGAINST, CONSENTED TO, OR ACQUIESCED
IN BY, ANY KEY ENTITY OR ANY GUARANTOR OR IF ANY PROCEEDING FOR THE DISSOLUTION
OR LIQUIDATION OF ANY KEY ENTITY OR ANY GUARANTOR SHALL BE INSTITUTED; PROVIDED,
HOWEVER, IF SUCH APPOINTMENT, ADJUDICATION, PETITION OR PROCEEDING WAS
INVOLUNTARY AND NOT CONSENTED TO BY ANY KEY ENTITY OR ANY GUARANTOR UPON THE
SAME NOT BEING DISCHARGED, STAYED OR DISMISSED WITHIN SIXTY (60) DAYS;
73
(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 BORROWER BREACHES ANY OF ITS RESPECTIVE NEGATIVE COVENANTS CONTAINED
IN ‎SECTION 5.2;
(X)
IF BORROWER VIOLATES OR DOES NOT COMPLY WITH ANY OF THE PROVISIONS OF
SECTION 5.1.18 HEREOF;
(XI)
IF A DEFAULT BY BORROWER OR PROPERTY GUARANTOR OR MEZZANINE ASSET OWNER
HAS OCCURRED AND CONTINUES BEYOND ANY APPLICABLE CURE PERIOD UNDER ANY
MANAGEMENT AGREEMENT (OR ANY REPLACEMENT MANAGEMENT AGREEMENT) AND THE MANAGER
THEREUNDER DULY TERMINATES OR CANCELS SUCH MANAGEMENT AGREEMENT (OR ANY RELATED
REPLACEMENT MANAGEMENT AGREEMENT);
(XII)
IF ANY PROPERTY GUARANTOR OR MEZZANINE SUBSIDIARY IS NOT A SPECIAL
PURPOSE ENTITY UNLESS LENDER DETERMINES, IN ITS SOLE DISCRETION, THAT SUCH
FAILURE TO BE A SPECIAL PURPOSE ENTITY IS NOT LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT;
(XIII)
IF ANY INDIVIDUAL PROPERTY OR MEZZANINE ASSET BECOMES SUBJECT TO ANY
MECHANIC'S, MATERIALMAN'S OR OTHER LIEN OTHER THAN A LIEN FOR LOCAL REAL ESTATE
TAXES AND ASSESSMENTS NOT THEN DUE AND PAYABLE AND THE LIEN SHALL REMAIN
UNDISCHARGED OF RECORD (BY PAYMENT, BONDING OR OTHERWISE) FOR A PERIOD OF SIXTY
(60) DAYS AFTER BORROWER, PROPERTY