INTEREST ON THE DEBT OR
MONTHLY ESCROW PAYMENT IS NOT PAID WHEN DUE, EXCEPT THAT NOT MORE THAN TWO TIMES
IN ANY TWELVE MONTH PERIOD IT SHALL NOT BE AN EVENT OF DEFAULT IF SUCH AMOUNT
(OTHER THAN AMOUNTS DUE ON THE MATURITY DATE) IS PAID WITHIN FIVE (5) DAYS OF
THE APPLICABLE DUE DATE OR (B) IF ANY OTHER PORTION OF THE DEBT IS NOT PAID
WITHIN TEN (10) DAYS AFTER NOTICE TO BORROWER FROM LENDER (IN EACH CASE
REGARDLESS OF ANY GRACE PERIOD SET FORTH IN THE MORTGAGE);
(II)
IF ANY OF THE TAXES OR OTHER CHARGES ARE NOT PAID PRIOR TO THE
DATE WHEN THE SAME BECOME DELINQUENT, EXCEPT TO THE EXTENT THAT BORROWER IS
CONTESTING SAME IN ACCORDANCE WITH THE TERMS OF SECTION 5.1.2 HEREOF, OR THERE
ARE SUFFICIENT FUNDS IN THE TAX AND INSURANCE ESCROW FUND TO PAY SUCH TAXES OR
OTHER CHARGES AND LENDER FAILS TO OR REFUSES TO RELEASE THE SAME FROM THE TAX
AND INSURANCE ESCROW FUND;
(III)
IF THE POLICIES ARE NOT KEPT IN FULL FORCE AND EFFECT, OR IF
CERTIFIED COPIES OF THE POLICIES ARE NOT DELIVERED TO LENDER WITHIN TEN (10)
DAYS OF REQUEST;
(IV)
IF BORROWER TRANSFERS OR ENCUMBERS ANY PORTION OF THE PROPERTY
WITHOUT LENDER'S PRIOR WRITTEN CONSENT (TO THE EXTENT SUCH CONSENT IS REQUIRED)
OR OTHERWISE VIOLATES THE PROVISIONS OF SECTION 5.2.13 OF THIS AGREEMENT;
(V)
IF ANY MATERIAL 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 SHALL
HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT AS OF THE DATE THE
REPRESENTATION OR WARRANTY WAS MADE;
(VI)
IF BORROWER OR SPONSOR SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS;
(VII)
IF A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE APPOINTED FOR
BORROWER OR SPONSOR OR IF BORROWER OR SPONSOR 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 OR SPONSOR,
OR IF ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF BORROWER OR SPONSOR;
PROVIDED, HOWEVER, IF SUCH APPOINTMENT, ADJUDICATION, PETITION OR PROCEEDING WAS
INVOLUNTARY AND NOT CONSENTED TO BY BORROWER OR SPONSOR, UPON THE SAME NOT BEING
DISCHARGED, STAYED OR DISMISSED WITHIN ONE HUNDRED EIGHTY (180) DAYS;
80
(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 ITS RESPECTIVE NEGATIVE COVENANTS
CONTAINED IN SECTION 5.2 OR ANY COVENANT CONTAINED IN SECTION 4.1.30 HEREOF;
(X)
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