CONSENT AGREEMENT;
(K)
THE ASSIGNMENT OF PURCHASE CONTRACTS;
(L)
GROUND LESSOR CONSENT, ESTOPPEL CERTIFICATE AND AMENDMENT;
(M)
PLEDGE OF ACCOUNTS, SECURITY AGREEMENT AND RIGHTS TO PAYMENT;
(N)
ASSIGNMENT OF CONTRACTS, LICENSES, PERMITS, AGREEMENTS, WARRANTIES AND
APPROVALS;
(O)
THE KEEP WHOLE LETTERS;
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(P)
SUCH UCC FINANCING STATEMENTS AS LENDER DETERMINES ARE ADVISABLE OR
NECESSARY TO PERFECT OR NOTIFY THIRD PARTIES OF THE SECURITY INTERESTS INTENDED
TO BE CREATED BY THE LOAN DOCUMENTS; AND
(Q)
SUCH OTHER DOCUMENTS, INSTRUMENTS OR CERTIFICATES AS LENDER OR ITS
COUNSEL MAY REASONABLY REQUIRE, INCLUDING SUCH DOCUMENTS AS LENDER IN ITS SOLE
DISCRETION DEEMS NECESSARY OR APPROPRIATE TO EFFECTUATE THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE LOAN DOCUMENTS AND TO COMPLY WITH LAWS.
SECTION 4.3
TERM OF THE LOAN.
(A)
ALL PRINCIPAL, INTEREST AND OTHER SUMS DUE UNDER THE LOAN DOCUMENTS
SHALL BE DUE AND PAYABLE IN FULL ON THE MATURITY DATE.
(B)
BORROWER MAY ELECT TO EXTEND THE MATURITY DATE FOR TWO (2) ADDITIONAL
TERMS OF TWELVE (12) MONTHS EACH (EACH, AN "EXTENSION PERIOD"; RESPECTIVELY, THE
"FIRST EXTENSION PERIOD" AND THE "SECOND EXTENSION PERIOD"; AND COLLECTIVELY,
THE "EXTENSION PERIODS"), SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS PRIOR TO THE INITIAL MATURITY DATE AND FIRST EXTENSION PERIOD
MATURITY DATE, AS THE CASE MAY BE:
(I)
BORROWER FURNISHES LENDER WITH NOT LESS THAN THIRTY (30), BUT NOT
MORE THAN NINETY (90), DAYS' ADVANCE WRITTEN NOTICE OF ITS ELECTION TO EXTEND
THE MATURITY DATE (THE "EXTENSION NOTICE"), WHICH EXTENSION NOTICE MAY BE
RESCINDED OR WITHDRAWN BY BORROWER; PROVIDED THAT SUCH RESCISSION NOTICE IS
DELIVER TO LENDER AT LEAST FIVE (5) DAYS PRIOR TO THE INITIAL MATURITY DATE AND
FIRST EXTENSION PERIOD MATURITY DATE, AS THE CASE MAY BE.
IN THE EVENT THAT
BORROWER ELECTS TO RESCIND ITS EXTENSION NOTICE, BORROWER SHALL PAY BY ALL OF
LENDER'S ACTUAL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES) INCURRED IN CONNECTION WITH SUCH RESCISSION;
(II)
THERE SHALL BE NO UNCURED DEFAULT OF WHICH NOTICE HAS BEEN
PREVIOUSLY GIVEN TO BORROWER OR EVENT OF DEFAULT THAT EXISTS UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS EITHER AT THE TIME THE EXTENSION
NOTICE IS GIVEN OR ON THE INITIAL MATURITY DATE OR FIRST EXTENSION MATURITY
DATE, AS APPLICABLE;
(III)
BORROWER SHALL HAVE ESTABLISHED WITH LENDER SUFFICIENT RESERVES
FOR THE PAYMENT OF SUCH TAXES, INSURANCE PREMIUMS, INTEREST DUE ON THE LOAN
DURING THE EXTENSION PERIOD AND OTHER EXPENSES AS LENDER REASONABLY ANTICIPATES
WILL BE INCURRED BY BORROWER IN EXCESS OF ANY UNEXPENDED AMOUNTS REMAINING IN
BUDGET LINE ITEMS FOR THE PAYMENT OF SUCH TAXES, INSURANCE PREMIUMS, INTEREST
AND OTHER EXPENSES DURING THE EXTENSION PERIOD PURSUANT TO THIS AGREEMENT;
(IV)
BORROWER SHALL HAVE THERETOFORE SUBSTANTIALLY COMPLETED THE
IMPROVEMENTS IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS;
(V)
BORROWER SHALL HAVE THERETOFORE OBTAINED THE APPROVAL OF THE
OFFICE TO THE CONDOMINIUM DOCUMENTS, RESIDENTIAL CONDOMINIUM AND MADE ALL
FILINGS REQUISITE TO THE CREATION OF THE RESIDENTIAL CONDOMINIUM;
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Borrower shall have delivered a certificate to Lender that (A)