IS
BEING INVESTIGATED BY GOVERNMENTAL AUTHORITIES.
IN CONNECTION WITH SUCH AN
EVENT, BORROWER SHALL COMPLY WITH ALL REQUIREMENTS OF LAW AND DIRECTIVES OF
GOVERNMENTAL AUTHORITIES AND, AT LENDER'S REQUEST, PROVIDE TO LENDER COPIES OF
ALL NOTICES, REPORTS AND OTHER COMMUNICATIONS EXCHANGED WITH, OR RECEIVED FROM,
GOVERNMENTAL AUTHORITIES RELATING TO SUCH EVENT.
BORROWER SHALL ALSO REIMBURSE
LENDER FOR ANY EXPENSE INCURRED BY LENDER IN EVALUATING THE EFFECT OF SUCH AN
EVENT ON THE LOAN AND LENDER'S INTEREST IN THE COLLATERAL FOR THE LOAN, IN
OBTAINING ANY NECESSARY LICENSE FROM GOVERNMENTAL AUTHORITIES AS MAY BE
NECESSARY FOR LENDER TO ENFORCE ITS RIGHTS UNDER THE LOAN DOCUMENTS, AND IN
COMPLYING WITH ALL REQUIREMENTS OF LAW APPLICABLE TO LENDER AS THE RESULT OF THE
EXISTENCE OF SUCH AN EVENT AND FOR ANY PENALTIES OR FINES IMPOSED UPON LENDER AS
A RESULT THEREOF.
5.23
SINGLE PURPOSE ENTITY.
IN CONNECTION WITH THE EFFECTIVENESS OF
BORROWER'S PLAN OF REORGANIZATION IN THE CURRENT BANKRUPTCY, AND SUBJECT TO
BORROWER'S RECEIPT OF ALL NECESSARY REGULATORY AND OTHER APPROVALS, BORROWER
COVENANTS AND AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
PROPERTY TO BE TRANSFERRED TO A "SINGLE PURPOSE ENTITY" ("SPE") AND TO CAUSE
SUCH SPE TO COMPLY WITH CUSTOMARY "SINGLE PURPOSE ENTITY" COVENANTS, INCLUDING,
WITHOUT LIMITATION, CORPORATE GOVERNANCE PROVISIONS, RATING AGENCY REQUIREMENTS,
AND THE ASSIGNMENT OF ANY APPLICABLE PROPERTY MANAGEMENT AGREEMENT.
18
VI.
DEFAULTS
6.1
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN
"EVENT OF DEFAULT" UNDER THIS AGREEMENT:
(A)
BORROWER SHALL DEFAULT IN THE PAYMENT OF PRINCIPAL DUE
ACCORDING TO THE TERMS HEREOF OR OF THE NOTE.
(B)
BORROWER SHALL DEFAULT IN THE PAYMENT OF INTEREST ON THE
DISBURSEMENT OF THE LOAN AMOUNT MADE BY LENDER, OR IN THE PAYMENT OF FEES OR
OTHER AMOUNTS PAYABLE TO LENDER, HEREUNDER, UNDER THE NOTE OR UNDER ANY OF THE
OTHER LOAN DOCUMENTS, AND SUCH DEFAULT IS NOT CURED WITHIN FIVE (5) DAYS AFTER
RECEIPT OF WRITTEN NOTICE FROM LENDER.
(C)
BORROWER SHALL FAIL TO PERFORM OR OBSERVE ANY OBLIGATION OR
COVENANT (OTHER THAN THOSE OBLIGATIONS AND COVENANTS DESCRIBED IN SUBPARAGRAPHS
(A) AND (B), ABOVE, OR OTHERWISE SET FORTH IN SUBPARAGRAPHS (D) THROUGH (P),
BELOW, OF THIS SECTION 6.1) UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN NOTICE THAT SUCH OBLIGATION WAS
NOT PERFORMED; PROVIDED THAT, IF CURE CANNOT REASONABLY BE EFFECTED WITHIN SUCH
30-DAY PERIOD, SUCH FAILURE SHALL NOT BE AN EVENT OF DEFAULT HEREUNDER SO LONG
AS BORROWER COMMENCES CURE WITHIN SUCH 30-DAY PERIOD, AND THEREAFTER DILIGENTLY
PROSECUTES SUCH CURE TO COMPLETION; AND PROVIDED FURTHER, HOWEVER, THAT
NOTWITHSTANDING THE 30-DAY CURE PERIOD OR EXTENDED CURE PERIOD DESCRIBED ABOVE
IN THIS SUBPARAGRAPH (C), IF A DIFFERENT NOTICE OR CURE PERIOD IS SPECIFIED
UNDER ANY LOAN DOCUMENT OR UNDER ANY PROVISION OF THE LOAN DOCUMENTS AS TO ANY
SUCH FAILURE OR BREACH, THE SPECIFIC LOAN DOCUMENT OR PROVISION SHALL CONTROL,
AND BORROWER SHALL HAVE NO MORE TIME TO CURE THE FAILURE OR BREACH THAN IS
ALLOWED UNDER THE SPECIFIC