THE
ADMINISTRATIVE AGENT A COPY OF ANY NOTICE RECEIVED WITH RESPECT TO THE MATERIAL
LEASES CLAIMING THAT A MORTGAGED PROPERTY OWNER IS IN DEFAULT IN THE PERFORMANCE
OR OBSERVANCE OF ANY OF THE MATERIAL TERMS, COVENANTS OR CONDITIONS OF ANY OF
THE LEASES, IF SUCH DEFAULT IS REASONABLY LIKELY TO HAVE A PORTFOLIO MATERIAL
ADVERSE EFFECT.
(22)
NOTICES. THE BORROWER SHALL PROMPTLY, BUT IN ANY
EVENT WITHIN FIVE BUSINESS DAYS AFTER OBTAINING KNOWLEDGE THEREOF, GIVE WRITTEN
NOTICE TO THE ADMINISTRATIVE AGENT AND EACH LENDER DIRECTLY OF:
30
(A)
THE OCCURRENCE OF ANY POTENTIAL DEFAULT OR
EVENT OF DEFAULT AND WHAT ACTION THE BORROWER HAS TAKEN, IS TAKING, OR IS
PROPOSING TO TAKE IN RESPONSE THERETO;
(B)
THE INSTITUTION OF, OR WRITTEN THREAT OF, ANY
ACTION, SUIT, PROCEEDING, GOVERNMENTAL INVESTIGATION OR ARBITRATION AGAINST OR
AFFECTING THE CNL ENTITIES AND NOT PREVIOUSLY DISCLOSED PURSUANT TO THIS
SECTION 7.1(22), WHICH ACTION, SUIT, PROCEEDING, GOVERNMENTAL INVESTIGATION OR
ARBITRATION (I) EXPOSES, OR IN THE CASE OF MULTIPLE ACTIONS, SUITS, PROCEEDINGS,
GOVERNMENTAL INVESTIGATIONS OR ARBITRATIONS ARISING OUT OF THE SAME GENERAL
ALLEGATIONS OR CIRCUMSTANCES EXPOSE, SUCH PERSONS, IN THE BORROWER'S REASONABLE
JUDGMENT, TO LIABILITY IN AN AMOUNT AGGREGATING $10,000,000 OR MORE AND IS OR
ARE NOT COVERED BY INSURANCE, OR (II) SEEKS INJUNCTIVE OR OTHER RELIEF WHICH, IF
OBTAINED, MAY HAVE A MATERIAL ADVERSE EFFECT, PROVIDING SUCH OTHER INFORMATION
AS MAY BE REASONABLY AVAILABLE TO ENABLE ADMINISTRATIVE AGENT AND ITS COUNSEL TO
EVALUATE SUCH MATTERS.
THE BORROWER, UPON REQUEST OF THE ADMINISTRATIVE AGENT,
SHALL PROMPTLY GIVE WRITTEN NOTICE OF THE STATUS OF ANY ACTION, SUIT,
PROCEEDING, GOVERNMENTAL INVESTIGATION OR ARBITRATION.
(C)
ANY LABOR DISPUTE TO WHICH ANY OF THE CNL
ENTITIES MAY BECOME A PARTY (INCLUDING, WITHOUT LIMITATION, ANY STRIKES,
LOCKOUTS OR OTHER DISPUTES RELATING TO ANY PROPERTY OF SUCH PERSONS' AND OTHER
FACILITIES) WHICH COULD RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
THE BANKRUPTCY OR CESSATION OF OPERATIONS OF
ANY HOTEL OPERATOR OR HOTEL MANAGEMENT COMPANY WHICH MANAGES PROJECTS
CONTRIBUTING MORE THAN 5% OF THE CONSOLIDATED ENTITIES NET INCOME.
(E)
ANY EVENT NOT DISCLOSED PURSUANT TO
PARAGRAPHS (A) THROUGH (D) ABOVE WHICH COULD REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
(23)
EXPENSES.
THE BORROWER SHALL PAY ALL REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF OUTSIDE
COUNSEL) (1) OF THE ADMINISTRATIVE AGENT INCIDENT TO THE PREPARATION,
NEGOTIATION AND ADMINISTRATION AND PERFORMANCE OF THE LOAN DOCUMENTS, INCLUDING
ANY PROPOSED MODIFICATIONS OR WAIVERS WITH RESPECT THERETO, THE DUE DILIGENCE
REVIEW UNDERTAKEN IN CONNECTION THEREWITH, AND THE SYNDICATION OF THE LOAN (BUT
SUCH EXPENSES SHALL NOT INCLUDE ANY FEES PAID TO THE SYNDICATE MEMBERS), AND THE
PRESERVATION AND PROTECTION OF THE RIGHTS OF THE LENDERS AND THE ADMINISTRATIVE
AGENT UNDER THE LOAN DOCUMENTS (INCLUDING EXPENSES INCURRED IN CREATING AND
PERFECTING THE LIEN IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS), AND (2) OF THE ADMINISTRATIVE AGENT AND
EACH OF THE LENDERS INCIDENT TO THE ENFORCEMENT OF PAYMENT OF THE OBLIGATIONS,
WHETHER BY JUDICIAL PROCEEDINGS OR OTHERWISE,