HEREOF OR THE PLEDGE AGREEMENT (EXCLUDING THE REMOVAL OR
RESIGNATION OF MANAGER, PROVIDED THE REPLACEMENT MANAGER IS A QUALIFIED MANAGER
AND BORROWER EMPLOYS SUCH MANAGER IN ACCORDANCE WITH SECTION 5.1.18 HEREOF);
(V)
IF ANY REPRESENTATION OR WARRANTY MADE BY BORROWER, PRINCIPAL OR
GUARANTOR HEREIN OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY REPORT, CERTIFICATE,
FINANCIAL STATEMENT OR OTHER INSTRUMENT, AGREEMENT OR DOCUMENT FURNISHED TO
LENDER IN CONNECTION WITH THE LOAN SHALL HAVE BEEN FALSE OR MISLEADING IN ANY
MATERIAL RESPECT AS OF THE DATE SUCH REPRESENTATION OR WARRANTY WAS MADE;
PROVIDED, HOWEVER, THAT AS TO ANY SUCH FALSE OR MISLEADING REPRESENTATION,
WARRANTY, ACKNOWLEDGEMENT OR STATEMENT WHICH WAS UNINTENTIONALLY SUBMITTED TO
LENDER AND WHICH CAN BE MADE TRUE AND CORRECT BY ACTION OF BORROWER, BORROWER
SHALL HAVE A PERIOD OF THIRTY (30) DAYS FOLLOWING WRITTEN NOTICE THEREOF TO
BORROWER TO UNDERTAKE AND COMPLETE ALL ACTION NECESSARY TO MAKE SUCH
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REPRESENTATION, WARRANTY, ACKNOWLEDGEMENT OR STATEMENT TRUE AND CORRECT IN ALL
MATERIAL RESPECTS;
(VI)
IF ANY LOAN PARTY OR GUARANTOR SHALL MAKE AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS GENERALLY;
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE APPOINTED FOR ANY
LOAN PARTY OR GUARANTOR, OR IF ANY LOAN PARTY OR 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, A LOAN
PARTY OR GUARANTOR, OR IF ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF A
LOAN PARTY OR GUARANTOR SHALL BE INSTITUTED; PROVIDED, HOWEVER, THAT IF SUCH
APPOINTMENT, ADJUDICATION, PETITION OR PROCEEDING WAS INVOLUNTARY AND NOT
CONSENTED TO BY SUCH LOAN PARTY OR GUARANTOR, NO EVENT OF DEFAULT SHALL EXIST
UNLESS THE SAME IS NOT DISCHARGED, STAYED OR DISMISSED WITHIN SIXTY (60) 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 BORROWER BREACHES ANY OF THE NEGATIVE COVENANTS CONTAINED IN
SECTION 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6, 5.2.7, 5.2.8, 5.2.13, 5.2.14 OR
5.2.15 HEREOF;
(X)
INTENTIONALLY OMITTED;
(XI)
IF A DEFAULT BY MORTGAGE BORROWER HAS OCCURRED AND CONTINUES
BEYOND ANY APPLICABLE NOTICE OR CURE PERIOD UNDER THE MANAGEMENT AGREEMENT (OR
ANY REPLACEMENT MANAGEMENT AGREEMENT) AND SUCH DEFAULT PERMITS THE MANAGER
THEREUNDER TO TERMINATE OR CANCEL THE MANAGEMENT AGREEMENT (OR ANY REPLACEMENT
MANAGEMENT AGREEMENT), UNLESS SUCH DEFAULT IS WAIVED BY SUCH MANAGER IN WRITING;
(XII)
IF BORROWER OR PRINCIPAL VIOLATES OR DOES NOT COMPLY WITH ANY OF
THE PROVISIONS OF SECTION 4.1.35 HEREOF IN ANY MATERIAL RESPECT;
(XIII)
IF ANY INDIVIDUAL PROPERTY 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, SUBJECT TO SECTION 5.2.1 HEREOF, SUCH
LIEN SHALL REMAIN UNDISCHARGED OF RECORD (BY PAYMENT, BONDING OR OTHERWISE) FOR
A PERIOD OF SIXTY (60) DAYS AFTER BORROWER