TERMINATION OF THIS AGREEMENT AND THE
SATISFACTION AND DISCHARGE OF THE DEBT.
X.
DEFAULTS
Section 10.1
Event of Default.
(A)
EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT
HEREUNDER (AN "EVENT OF DEFAULT"):
(I)
IF (A) ANY MONTHLY INSTALLMENT OF INTEREST DUE UNDER THE NOTE OR
THE PAYMENT DUE ON THE MATURITY DATE IS NOT PAID WHEN DUE OR (B) ANY OTHER
PORTION OF THE DEBT IS NOT PAID WHEN DUE AND SUCH NON-PAYMENT CONTINUES FOR FIVE
(5) DAYS FOLLOWING NOTICE TO BORROWER THAT THE SAME IS DUE AND PAYABLE;
(II)
IF ANY OF THE TAXES OR OTHER CHARGES ARE NOT PAID WHEN DUE (OTHER
THAN TAXES AND OTHER CHARGES FOR WHICH FUNDS HAVE BEEN DEPOSITED WITH LENDER
PURSUANT TO ARTICLE VI AND THE RELEASE OF WHICH BORROWER IS NOT CONTESTING);
70
(III)
IF THE POLICIES ARE NOT KEPT IN FULL FORCE AND EFFECT (OTHER THAN
AS A RESULT OF FAILURE TO PAY THE INSURANCE PREMIUMS FOR WHICH FUNDS HAVE BEEN
DEPOSITED WITH LENDER PURSUANT TO ARTICLE VI);
(IV)
SUBJECT TO SECTION 4.2.2, IF BORROWER BREACHES
OR PERMITS OR SUFFERS A BREACH OF ARTICLE 6 OF THE MORTGAGE;
(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 BY OR ON BEHALF OF BORROWER SHALL HAVE BEEN FALSE OR MISLEADING IN ANY
MATERIAL RESPECT AS OF THE DATE THE REPRESENTATION OR WARRANTY WAS MADE;
(VI)
IF BORROWER, ANY SPC PARTY OR GUARANTOR SHALL
MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE
APPOINTED FOR BORROWER, ANY SPC PARTY OR GUARANTOR OR IF BORROWER, ANY SPC PARTY
OR 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, ANY SPC PARTY OR GUARANTOR, OR IF
ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF BORROWER, ANY SPC PARTY OR
GUARANTOR SHALL BE INSTITUTED; PROVIDED, HOWEVER, IF SUCH APPOINTMENT,
ADJUDICATION, PETITION OR PROCEEDING WAS INVOLUNTARY AND NOT CONSENTED TO BY
BORROWER, AND SPC PARTY OR GUARANTOR, UPON THE SAME NOT BEING DISCHARGED, STAYED
OR DISMISSED WITHIN NINETY (90) DAYS;
(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 ANY OF THE ASSUMPTIONS CONTAINED IN THE
INSOLVENCY OPINION, OR IN ANY OTHER NON-CONSOLIDATION OPINION DELIVERED TO
LENDER IN CONNECTION WITH THE LOAN, OR IN ANY OTHER NON-CONSOLIDATION OPINION
DELIVERED SUBSEQUENT TO THE CLOSING OF THE LOAN, IS OR SHALL BECOME UNTRUE IN
ANY MATERIAL RESPECT;
(X)
IF BORROWER BREACHES ANY REPRESENTATION,
WARRANTY OR COVENANT CONTAINED IN SECTION 3.1.24 HEREOF IN ANY MATERIAL RESPECT;
(XI)
IF BORROWER FAILS TO COMPLY WITH THE
COVENANTS AS TO PRESCRIBED