THEN OUTSTANDING PRINCIPAL BALANCE OF THE LOAN,
BORROWER SHALL DELIVER TO LENDER, TOGETHER WITH SUCH LETTER OF CREDIT, A NEW
SUBSTANTIVE NON-CONSOLIDATION OPINION SUBSTANTIALLY SIMILAR TO THE INSOLVENCY
OPINION DELIVERED ON THE DATE HEREOF IN CONNECTION WITH THE LOAN, WHICH NEW
OPINION SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER, AND, IF
A SECURITIZATION HAS OCCURRED, TO THE RATING AGENCIES.
VIII.
DEFAULTS
Section 8.1
Event of Default.
(A)
EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT
HEREUNDER (AN "EVENT OF DEFAULT"):
(I)
IF (I) BORROWER SHALL FAIL TO MAKE ANY PAYMENT OF INTEREST OR
PRINCIPAL OR DEFAULT INTEREST REQUIRED HEREUNDER OR THE MONTHLY ESCROW OR
RESERVE DEPOSITS REQUIRED HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, AND SUCH
FAILURE SHALL CONTINUE FOR MORE THAN FIVE (5) DAYS FROM THE DATE SUCH PAYMENT
WAS DUE, (II) THE LATE CHARGES REQUIRED UNDER SECTION 2.2.7 HEREOF ARE NOT PAID
WHEN DUE OR (III) ANY PORTION OF THE DEBT IS NOT PAID ON THE MATURITY DATE;
(II)
IF ANY OF THE TAXES OR OTHER CHARGES ARE NOT PAID ON OR BEFORE
THE DATE THAT THEY SHALL BECOME DELINQUENT, SUBJECT TO BORROWER'S OR MORTGAGE
BORROWER'S RIGHT TO CONTEST TAXES IN ACCORDANCE WITH SECTION 5.1.2 HEREOF,
EXCEPT TO THE EXTENT SUMS SUFFICIENT TO PAY SUCH TAXES AND OTHER CHARGES HAVE
BEEN DEPOSITED WITH MORTGAGE LENDER IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE
LOAN DOCUMENTS OR WITH LENDER IN ACCORDANCE WITH SECTION 7.2 HEREOF;
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(III)
IF (A) THE POLICIES ARE NOT KEPT IN FULL FORCE AND EFFECT, OR (B)
CERTIFIED COPIES OF THE POLICIES OR OTHER EVIDENCE OF COVERAGE UNDER THE
POLICIES IN ACCORDANCE WITH SECTION 6.1(B) HEREOF ARE NOT DELIVERED TO LENDER
WITHIN TEN (10) DAYS AFTER WRITTEN REQUEST THEREFOR FROM LENDER;
(IV)
IF BORROWER TRANSFERS OR ENCUMBERS ANY INDIVIDUAL PROPERTY (OR ANY
PORTION THEREOF), THE COLLATERAL, THE MEZZANINE A COLLATERAL, ANY MORTGAGE
PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER ENTITY OR
ANY MEZZANINE A PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MEZZANINE A
BORROWER ENTITY IN VIOLATION OF THE PROVISIONS OF SECTION 5.2.10 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
REPRESENTATION, WARRANTY, ACKNOWLEDGEMENT OR