STATES, OR THAT WOULD BE A CRIMINAL VIOLATION
IF COMMITTED WITHIN THE JURISDICTION OF THE UNITED STATES OF AMERICA OR ANY OF
THE SEVERAL STATES, RELATING TO TERRORISM OR THE LAUNDERING OF MONETARY
INSTRUMENTS, INCLUDING ANY OFFENSE UNDER (1) THE CRIMINAL LAWS AGAINST
TERRORISM; (2) THE CRIMINAL LAWS AGAINST MONEY LAUNDERING, (3) THE BANK SECRECY
ACT, AS AMENDED, (4) THE MONEY LAUNDERING CONTROL ACT OF 1986, AS AMENDED, OR
THE (5) PATRIOT ACT. "PATRIOT ACT OFFENSE" ALSO INCLUDES THE CRIMES OF
CONSPIRACY TO COMMIT, OR AIDING AND ABETTING ANOTHER TO COMMIT, A PATRIOT ACT
OFFENSE. FOR PURPOSES HEREOF, THE TERM "GOVERNMENT LISTS" MEANS (I) THE
SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LISTS MAINTAINED BY OFFICE OF
FOREIGN ASSETS CONTROL ("OFAC"), (II) ANY OTHER LIST OF TERRORISTS,
55
TERRORIST ORGANIZATIONS OR NARCOTICS TRAFFICKERS MAINTAINED PURSUANT TO ANY OF
THE RULES AND REGULATIONS OF OFAC THAT LENDER NOTIFIED BORROWER IN WRITING IS
NOW INCLUDED IN "GOVERNMENTAL LISTS", OR (III) ANY SIMILAR LISTS MAINTAINED BY
THE UNITED STATES DEPARTMENT OF STATE, THE UNITED STATES DEPARTMENT OF COMMERCE
OR ANY OTHER GOVERNMENT AUTHORITY OR PURSUANT TO ANY EXECUTIVE ORDER OF THE
PRESIDENT OF THE UNITED STATES OF AMERICA THAT LENDER NOTIFIED BORROWER IN
WRITING IS NOW INCLUDED IN "GOVERNMENTAL LISTS".
5.32
RECIPROCAL OPERATING AGREEMENTS.
With respect to the Reciprocal Operating Agreements, Borrower covenants and
agrees that, until payment in full of the Debt, it will not do, directly or
indirectly, any of the following unless Lender consents thereto in writing:
(1)
WITHOUT LENDER'S PRIOR WRITTEN CONSENT, MATERIALLY AMEND, MODIFY OR
SUPPLEMENT, OR CONSENT TO OR SUFFER THE MATERIAL AMENDMENT, MODIFICATION OR
SUPPLEMENTATION OF THE RECIPROCAL OPERATING AGREEMENTS;
(2)
FAIL TO PAY ALL CHARGES AND OTHER SUMS TO BE PAID BY BORROWER PURSUANT TO
THE TERMS OF THE RECIPROCAL OPERATING AGREEMENTS AS THE SAME SHALL BECOME DUE
AND PAYABLE AND PRIOR TO THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD THEREIN
PROVIDED;
(3)
FAIL TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL OF THE TERMS, COVENANTS
AND CONDITIONS ON THE BORROWER'S PART TO BE COMPLIED WITH PURSUANT TO TERMS OF
THE RECIPROCAL OPERATING AGREEMENTS;
(4)
FAIL TO TAKE ALL ACTIONS AS MAY BE NECESSARY FROM TIME TO TIME TO PRESERVE
AND MAINTAIN THE RECIPROCAL OPERATING AGREEMENTS IN ACCORDANCE WITH APPLICABLE
LAWS, RULES AND REGULATIONS;
(5)
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, AS DETERMINED IN ITS
REASONABLE DISCRETION, TAKE (AND BORROWER HEREBY ASSIGNS TO LENDER ANY RIGHT IT
MAY HAVE TO TAKE) ANY ACTION TO TERMINATE, SURRENDER, OR ACCEPT ANY TERMINATION
OR SURRENDER OF, THE RECIPROCAL OPERATING AGREEMENTS;
(6)
FAIL TO ENFORCE, IN A COMMERCIALLY REASONABLY MANNER, THE OBLIGATIONS TO
BE PERFORMED BY THE PARTIES TO THE RECIPROCAL OPERATING AGREEMENTS (OTHER THAN
BORROWER);
(7)
FAIL TO PROMPTLY FURNISH TO LENDER ANY NOTICE OF DEFAULT OR OTHER
COMMUNICATION DELIVERED IN CONNECTION WITH THE RECIPROCAL OPERATING AGREEMENTS
BY ANY PARTY TO THE RECIPROCAL OPERATING AGREEMENTS OTHER THAN ROUTINE
CORRESPONDENCE AND INVOICES;
(8)
ASSIGN (OTHER THAN TO LENDER) OR ENCUMBER ITS RIGHTS UNDER THE RECIPROCAL
OPERATING AGREEMENTS OTHER