ADDITIONAL TO THOSE
AVAILABLE TO ANOTHER INDEMNIFIED PARTY.
(E)
IN ORDER TO PROVIDE FOR JUST AND EQUITABLE CONTRIBUTION IN
CIRCUMSTANCES IN WHICH THE INDEMNITY AGREEMENT PROVIDED FOR IN SECTION 9.2(B) OR
(C) IS FOR ANY REASON HELD TO BE UNENFORCEABLE AS TO AN INDEMNIFIED PARTY IN
RESPECT OF ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTION IN RESPECT
THEREOF) REFERRED TO THEREIN WHICH WOULD OTHERWISE BE INDEMNIFIABLE UNDER
SECTION 9.2(B) OR (C), THE INDEMNIFYING PARTY SHALL CONTRIBUTE TO THE AMOUNT
PAID OR PAYABLE BY THE INDEMNIFIED PARTY AS A RESULT OF SUCH LOSSES, CLAIMS,
DAMAGES OR LIABILITIES (OR ACTION IN RESPECT THEREOF); PROVIDED, HOWEVER, THAT
NO PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF
SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY
PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION. IN DETERMINING
THE AMOUNT OF CONTRIBUTION TO WHICH THE RESPECTIVE PARTIES ARE ENTITLED, THE
FOLLOWING FACTORS SHALL BE CONSIDERED: (I) BORROWER'S RELATIVE KNOWLEDGE AND
ACCESS TO INFORMATION CONCERNING THE MATTER WITH RESPECT TO WHICH THE CLAIM WAS
ASSERTED; (II) THE OPPORTUNITY TO CORRECT AND PREVENT ANY STATEMENT OR OMISSION;
AND (III) ANY OTHER EQUITABLE CONSIDERATIONS APPROPRIATE IN THE CIRCUMSTANCES.
LENDER AND BORROWER HEREBY AGREE THAT IT WOULD NOT BE EQUITABLE IF THE AMOUNT OF
SUCH CONTRIBUTION WERE DETERMINED BY PRO RATA OR PER CAPITA ALLOCATION.
80
(F)
THE LIABILITIES AND OBLIGATIONS OF BOTH BORROWER AND LENDER UNDER
THIS SECTION 9.2 SHALL SURVIVE THE 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);
(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; PROVIDED THAT BORROWER SHALL HAVE
TWENTY (20) DAYS AFTER NOTICE FROM