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200412317 <br />reasonable opinion of the Manager, is of material significance, (C) any labor dispute or <br />work stoppage of a material nature involving any contractor or subcontractor on the <br />Mortgaged Property, (D) any rejection of any item of work by any building inspector, <br />authorized governmental authority or public utility which results in total, substantial or <br />prolonged (i.e., more than three (3) work days') work stoppage, (E) any casualty loss with <br />respect to the Mortgaged Property, (F) receipt of any notice from any authority having <br />jurisdiction over the Mortgaged Property, or portion thereof, of the violation of any law, <br />statute, rule, ordinance, court decision, regulation or Legal Requirement, (G) receipt of <br />any notice from an insurance carrier relating to existing claims covered by insurance <br />policies and/or cancellation or threat of cancellation of any such insurance, (H) receipt of <br />any notice relating in any way to the condemnation of the Mortgaged Property, (I) any <br />event which could have a Material Adverse Effect. Failure by Manager to provide the <br />notices to Lender in this Section or any other notice required to be delivered to Lender by <br />Manager in this Agreement shall constitute an Event of Default hereunder. Lender shall <br />have the option, but not the obligation, to cure any such default(s) by Borrower under the <br />Management Agreement within the time periods provided in the Management Agreement <br />for cure of Borrower's defaults or, if no time period is specified in the Management <br />Agreement, within thirty (30) days, provided that if such default is not susceptible to cure <br />within thirty (30) days, such cure period shall be extended, provided that Lender is <br />diligently pursuing such cure for such time as may be necessary to complete such cure, <br />such time period to begin, in the event of a cure by Lender, on the date of Lender's actual <br />receipt of such notice which notice shall be in writing. Manager shall accept any <br />performance by Lender of any of Borrower's covenants or agreements under the <br />Management Agreement and any cure of Borrower's defaults, as if performed by <br />Borrower. If Borrower's default is one that cannot be cured by Lender's payment of <br />money and until Lender has obtained possession of the Mortgaged Property from <br />Borrower, then the time period which Lender shall have to cure Borrower's default shall <br />be extended by the time necessary for Lender to obtain possession of the Mortgaged <br />Property, provided Lender is diligently pursuing such possession. Notwithstanding the <br />terms of this Section 3(e), Manager may not terminate any of its obligations with respect <br />to all or any portion of the Facility without providing Lender with the notice described in <br />Section 3(a) hereof. <br />(f) Further Assurances. Manager shall (i) execute such affidavits and <br />certificates as Lender shall reasonably require to further evidence the agreements herein <br />contained, (ii) on request from the Lender, furnish the Lender with copies of such <br />information as the Borrower is entitled to receive under the Management Agreement, and <br />(iii) reasonably cooperate with Lender's representatives in any inspection of all or any <br />portion of the Mortgaged Property to the extent Lender is permitted to enter and inspect <br />such Mortgaged Property in accordance with the Mortgage and/or the Loan Agreement. <br />(g) Acknowledgement of Borrower's Assignment of Leases. Manager <br />acknowledges that, in connection with the assumption of the Loan, Borrower has also <br />assumed the Assignment of Leases, dated January 30, 1997, assigning to Lender, inter <br />alia, all of Borrower's right, title and interest in and to the Leases and the Rents relating to <br />the Facility, and any of Borrower's rights in the security deposits thereunder (to the extent <br />permitted by applicable law). Manager hereby agrees that it will perform its duties in a <br />AO 1244560.1 <br />I <br />