At all times the Landlord shall have control over the
FF&E Reserve Collateral (subject to Tenant's rights to withdraw funds from the
FF&E Reserve in accordance with Section 11.1 above), as further set forth in the
Deposit and Control Agreements of even date herewith by and among Landlord,
Tenant, Landlord's Lender, the applicable Facility Subtenant and the Deposit
Bank (as defined therein), a true and correct copy of each of which is attached
hereto as Exhibit E (the "Control Agreement").
ARTICLE XII
12.1
Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" hereunder:
(A)
IF TENANT SHALL FAIL TO PAY ANY SCHEDULED LEASE PAYMENT ON THE
DATE THE SAME IS DUE AND PAYABLE HEREUNDER, OR
(B)
IF TENANT SHALL FAIL TO PAY ANY ITEM OF VARIABLE ADDITIONAL
CHARGES WHEN DUE AND PAYABLE AND SUCH DEFAULT SHALL CONTINUE FOR FIVE (5)
BUSINESS DAYS, OR
(C)
IF TENANT SHALL FAIL TO OBSERVE OR PERFORM ANY TERM, COVENANT OR
CONDITION OF THIS LEASE NOT SPECIFICALLY PROVIDED FOR IN THIS SECTION 12.1 AND
SUCH FAILURE IS NOT CURED WITHIN A PERIOD OF THIRTY (30) DAYS AFTER RECEIPT OF
NOTICE FROM LANDLORD, UNLESS SUCH FAILURE IS SUSCEPTIBLE OF CURE BUT CANNOT
REASONABLY BE CURED WITHIN SUCH THIRTY (30) DAY PERIOD AND PROVIDED FURTHER THAT
TENANT SHALL HAVE COMMENCED TO CURE SUCH FAILURE WITHIN SUCH THIRTY (30) DAY
PERIOD AND THEREAFTER DILIGENTLY PROCEEDS TO CURE THE SAME, SUCH CURE PERIOD
SHALL BE EXTENDED FOR SUCH TIME AS IS REASONABLY NECESSARY FOR TENANT IN THE
EXERCISE OF DUE DILIGENCE TO CURE SUCH FAILURE, SUCH ADDITIONAL PERIOD NOT TO
EXCEED NINETY (90) DAYS, OR
(D)
IF TENANT SHALL ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS
GENERALLY AS THEY BECOME DUE; FILE A PETITION IN BANKRUPTCY OR A PETITION TO
TAKE ADVANTAGE OF ANY INSOLVENCY ACT; MAKE AN ASSIGNMENT FOR THE BENEFIT OF ITS
CREDITORS; CONSENT TO THE APPOINTMENT OF A RECEIVER OF ITSELF OR OF THE WHOLE OR
ANY SUBSTANTIAL PART OF ITS PROPERTY; OR FILE A PETITION OR ANSWER SEEKING
REORGANIZATION OR ARRANGEMENT UNDER THE FEDERAL BANKRUPTCY LAWS OR ANY OTHER
APPLICABLE LAW OR STATUTE OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF,
OR
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(E)
ANY PETITION SHALL BE FILED BY OR AGAINST TENANT OR ANY SUBSIDIARY
OF TENANT THAT IS A FACILITY SUBTENANT UNDER FEDERAL BANKRUPTCY LAWS, OR ANY
OTHER PROCEEDING SHALL BE INSTITUTED BY OR AGAINST TENANT OR SUCH SUBSIDIARY
SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING LIQUIDATION,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR COMPOSITION OF IT OR ITS DEBTS UNDER
ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR RELIEF OF
DEBTORS, OR SEEKING THE ENTRY OF AN ORDER FOR RELIEF OR THE APPOINTMENT OF A
RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR TENANT, OR FOR ANY
SUBSTANTIAL PART OF THE PROPERTY OF TENANT, AND SUCH PROCEEDING IS NOT DISMISSED
WITHIN NINETY (90) DAYS AFTER INSTITUTION THEREOF, OR TENANT SHALL TAKE ANY
ACTION TO AUTHORIZE