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
130
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 OR MORTGAGE BORROWER SHALL HAVE
RECEIVED WRITTEN NOTICE OF SUCH LIEN;
(XIV)
IF ANY FEDERAL TAX LIEN OR STATE OR LOCAL INCOME
TAX LIEN IS FILED AGAINST ANY LOAN PARTY, GUARANTOR, THE COLLATERAL, ANY
MORTGAGE PRINCIPAL'S GENERAL PARTNER INTEREST IN THE RELATED MORTGAGE BORROWER
ENTITY OR ANY INDIVIDUAL PROPERTY AND, SUBJECT TO SECTION 5.1.2 HEREOF, THE SAME
IS NOT DISCHARGED OF RECORD WITHIN SIXTY (60) DAYS AFTER SAME IS FILED;
(XV)
(A) BORROWER FAILS TO TIMELY PROVIDE LENDER WITH
THE WRITTEN CERTIFICATION AND EVIDENCE REFERRED TO IN SECTION 5.2.8 HEREOF, OR
(B) BORROWER CONSUMMATES A TRANSACTION WHICH WOULD CAUSE THE LOAN OR LENDER'S
EXERCISE OF ITS RIGHTS UNDER THE PLEDGE AGREEMENT, THE NOTE, THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS TO CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER
ERISA OR RESULT IN A VIOLATION OF A STATE STATUTE REGULATING GOVERNMENTAL PLANS,
SUBJECTING LENDER TO LIABILITY FOR A VIOLATION OF ERISA, THE CODE OR A STATE
STATUTE, UNLESS BORROWER SHALL SUCCESSFULLY CURE SUCH VIOLATION (BY RESCINDING
SUCH TRANSACTION OR OTHERWISE) WITHIN SIXTY (60) DAYS AFTER OBTAINING ACTUAL
KNOWLEDGE OF SUCH VIOLATION OR SUCH SHORTER CURE PERIOD AS MAY BE PRESCRIBED
UNDER ERISA, THE CODE OR SUCH STATE STATUTE, AS APPLICABLE;
(XVI)
IF BORROWER SHALL FAIL TO DELIVER TO LENDER,
WITHIN THIRTY (30) DAYS AFTER REQUEST BY LENDER, THE ESTOPPEL CERTIFICATES
REQUIRED PURSUANT TO THE TERMS OF SECTION 5.1.13(A) HEREOF;
(XVII)
INTENTIONALLY OMITTED;
(XVIII)
IF BORROWER SHALL BE IN DEFAULT BEYOND APPLICABLE
NOTICE AND GRACE PERIODS UNDER ANY OTHER PLEDGE AGREEMENT OR OTHER SECURITY
AGREEMENT COVERING ANY OF THE COLLATERAL (OR ANY PORTION THEREOF), WHETHER IT BE
SUPERIOR OR JUNIOR IN LIEN TO THE PLEDGE AGREEMENT;
(XIX)
WITH RESPECT TO ANY TERM, COVENANT OR PROVISION
SET FORTH HEREIN WHICH SPECIFICALLY CONTAINS A NOTICE REQUIREMENT OR GRACE
PERIOD, IF BORROWER SHALL BE IN DEFAULT UNDER SUCH TERM, COVENANT OR CONDITION
AFTER THE GIVING OF SUCH NOTICE OR THE EXPIRATION OF SUCH GRACE PERIOD;
(XX)
IF ANY OF THE ASSUMPTIONS CONTAINED IN THE
INSOLVENCY OPINION, INCLUDING, BUT NOT LIMITED TO, ANY EXHIBITS ATTACHED
THERETO,