ACTIONS NECESSARY TO EXERCISE SUCH RENEWAL RIGHTS PURSUANT
TO SUCH REA EXCEPT AS PROVIDED FOR IN SUCH REA
AND THE SAME SHALL HAVE (OR
SHALL BE REASONABLY EXPECTED TO HAVE) A MATERIAL AND ADVERSE AFFECT ON THE
VALUE, USE, OPERATION OR ENJOYMENT OF THE APPLICABLE PROPERTY AS A HOTEL OF A
SIMILAR TYPE AS THE HOTEL SITUATED ON SUCH PROPERTY AS OF THE CLOSING DATE OR ON
THE ABILITY OF BORROWER TO PERFORM ITS OBLIGATIONS (INCLUDING ITS PAYMENT
OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS);
(M)
IF BORROWER BREACHES ANY OF ITS COVENANTS
CONTAINED IN SECTION 5.24;
(N)
IF A DEFAULT HAS OCCURRED AND IS CONTINUING
BEYOND ANY APPLICABLE CURE PERIOD UNDER ANY FRANCHISE AGREEMENT OR MANAGEMENT
AGREEMENT, WHICH ENTITLES SUCH FRANCHISOR OR MANAGER, AS THE CASE MAY BE, TO
TERMINATE OR CANCEL SUCH FRANCHISE AGREEMENT OR MANAGEMENT AGREEMENT;
(O)
IF BORROWER, WITHOUT LENDER'S CONSENT,
MODIFIES, AMENDS, TERMINATES OR CANCELS (OR PERMITS OR DIRECTS OPERATING LESSEE
TO MODIFY, AMEND, TERMINATE OR CANCEL) ANY FRANCHISE AGREEMENT OR OPERATES ANY
PROPERTY UNDER THE NAME OF ANY HOTEL CHAIN OR SYSTEM OTHER THAN THE NAME SUCH
PROPERTY IS OPERATED UNDER AS OF THE DATE HEREOF;
107
(P)
IF BORROWER, WITHOUT LENDER'S CONSENT,
MODIFIES, AMENDS, TERMINATES OR CANCELS (OR PERMITS OR DIRECTS ANY AFFILIATED
LESSEE TO MODIFY, AMEND, TERMINATE OR CANCEL) ANY MANAGEMENT AGREEMENT;
(Q)
IF ANY AFFILIATED LESSEE IS IN DEFAULT
BEYOND ANY APPLICABLE NOTICE OR CURE PERIOD UNDER THE APPLICABLE OPERATING
LEASE;
(R)
IF AN "EVENT OF DEFAULT" SHALL OCCUR
UNDER ANY SUBORDINATION, ATTORNMENT AND SECURITY AGREEMENT;
(S)
IF THERE SHALL OCCUR ANY DEFAULT BY
BORROWER, AS TENANT UNDER EITHER GROUND LEASE, IN THE OBSERVANCE OR PERFORMANCE
OF ANY TERM, COVENANT OR CONDITION OF THE APPLICABLE GROUND LEASE ON THE PART OF
BORROWER TO BE OBSERVED OR PERFORMED AND SAID DEFAULT IS NOT CURED FOLLOWING THE
EXPIRATION OF ANY APPLICABLE GRACE AND NOTICE PERIODS THEREIN PROVIDED, OR IF
THE LEASEHOLD ESTATE CREATED BY THE APPLICABLE GROUND LEASE SHALL BE SURRENDERED
OR IF THE APPLICABLE GROUND LEASE SHALL CEASE TO BE IN FULL FORCE AND EFFECT OR
THE APPLICABLE GROUND LEASE SHALL BE TERMINATED OR CANCELED FOR ANY REASON OR
UNDER ANY CIRCUMSTANCES WHATSOEVER, OR IF ANY OF THE TERMS, COVENANTS OR
CONDITIONS OF THE APPLICABLE GROUND LEASE SHALL IN ANY MANNER BE MODIFIED,
CHANGED, SUPPLEMENTED, ALTERED, OR AMENDED WITHOUT THE CONSENT OF LENDER;
(T)
IF BORROWER PRINCIPAL BREACHES ITS
COVENANT SET FORTH IN SECTION 5.26 UNLESS WITHIN FIVE (5) DAYS OF WRITTEN NOTICE
FROM LENDER, CNL HOSPITALITY PROPERTIES, INC. EXECUTES THIS AGREEMENT ASSUMING
ALL OBLIGATIONS OF BORROWER PRINCIPAL HEREUNDER; OR
(U)
IF BORROWER SHALL CONTINUE TO BE IN DEFAULT
UNDER ANY OTHER TERM, COVENANT OR CONDITION OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS FOR MORE THAN TEN (10) DAYS AFTER NOTICE FROM LENDER IN THE CASE OF
ANY DEFAULT WHICH CAN BE CURED BY THE PAYMENT OF A SUM OF MONEY OR FOR THIRTY
(30) DAYS AFTER NOTICE FROM LENDER IN THE CASE OF ANY