APPLICABLE CONSTRUCTION LOAN AMOUNT
(SUCH EXCESS BEING REFERRED TO HEREIN AS THE "REQUIRED EQUITY AMOUNT"),
BORROWERS SHALL BE REQUIRED TO PROVIDE TO LENDER, AS AN ADDITIONAL EQUITY
CONTRIBUTION, THE REQUIRED EQUITY AMOUNT, WHICH MAY BE PROVIDED IN ONE OF, OR BY
A COMBINATION OF, THE FOLLOWING MANNERS:
(I) A VOLUNTARY PREPAYMENT OF THE LOAN
IN ACCORDANCE WITH ALL OF THE TERMS OF SECTION 2.4.1 HEREOF AND TO BE APPLIED AS
SET FORTH IN SECTION 2.4.3(A) HEREOF, (II) THE DELIVERY TO LENDER OF EVIDENCE
SATISFACTORY TO LENDER IN ITS REASONABLE DISCRETION THAT BORROWERS OR ONE OR
MORE AFFILIATES THEREOF HAVE PREVIOUSLY EXPENDED CASH TO SATISFY PROJECT COSTS
INCLUDED ON THE LOAN BUDGET, WHICH SHALL RESULT IN A CREDIT AGAINST THE AMOUNT
OF THE REQUIRED EQUITY AMOUNT BY THE AMOUNT OF SUCH CASH EXPENDED, AND/OR (III)
THE DELIVERY OF A LETTER OF CREDIT (EACH, A "REQUIRED EQUITY LETTER OF CREDIT").
If Borrowers elect to deliver any Required Equity Letter of Credit, the
following shall apply to each such Required Equity Letter of Credit:
(A)
BORROWERS SHALL PAY TO LENDER ALL OF LENDER'S
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES IN CONNECTION THEREWITH, INCLUDING,
WITHOUT LIMITATION, ANY COSTS OR EXPENSES INCURRED IN DRAWING DOWN ON SUCH
REQUIRED EQUITY LETTER OF CREDIT.
BORROWERS SHALL NOT BE ENTITLED TO DRAW FROM
ANY SUCH REQUIRED EQUITY LETTER OF CREDIT.
UPON FIVE (5) DAYS NOTICE TO LENDER
AND PROVIDED THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
BORROWERS MAY REPLACE SUCH REQUIRED EQUITY LETTER OF CREDIT WITH A VOLUNTARY
PREPAYMENT OF THE LOAN IN AN AMOUNT EQUAL TO SUCH REQUIRED EQUITY LETTER OF
CREDIT, WHICH PREPAYMENT SHALL BE APPLIED IN ACCORDANCE WITH SECTION 2.4.3(A)
HEREOF, FOLLOWING WHICH PREPAYMENT, LENDER SHALL PROMPTLY RETURN SUCH REQUIRED
EQUITY LETTER OF CREDIT TO BORROWERS.
(B)
EACH REQUIRED EQUITY LETTER OF CREDIT
DELIVERED UNDER THIS AGREEMENT SHALL BE ADDITIONAL SECURITY FOR THE PAYMENT OF
THE DEBT.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, LENDER SHALL HAVE THE RIGHT, AT ITS OPTION, TO DRAW ON ANY REQUIRED
EQUITY LETTER OF CREDIT AND TO APPLY ALL OR ANY PART THEREOF TO THE PAYMENT OF
THE DEBT IN SUCH ORDER, PROPORTION OR PRIORITY AS LENDER MAY DETERMINE.
(C)
IN ADDITION TO ANY OTHER RIGHT LENDER MAY
HAVE TO DRAW UPON A REQUIRED EQUITY LETTER OF CREDIT PURSUANT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, LENDER SHALL HAVE THE ADDITIONAL RIGHTS TO DRAW IN
FULL ON ANY REQUIRED EQUITY LETTER OF CREDIT:
(1) WITH RESPECT TO ANY EVERGREEN
REQUIRED EQUITY LETTER OF CREDIT, IF LENDER HAS RECEIVED A NOTICE FROM THE
ISSUING BANK THAT SUCH REQUIRED EQUITY LETTER OF CREDIT WILL NOT BE RENEWED AND
A SUBSTITUTE REQUIRED EQUITY LETTER OF CREDIT IS NOT PROVIDED AT LEAST TEN (10)
BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE
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OUTSTANDING REQUIRED EQUITY LETTER OF CREDIT IS SCHEDULED TO EXPIRE; (2) WITH
RESPECT TO ANY REQUIRED EQUITY LETTER OF CREDIT WITH A STATED EXPIRATION DATE,
IF LENDER HAS NOT