SOLELY FOR THE PURPOSES SPECIFIED HEREIN.
(B)
THE AGGREGATE AMOUNT OF THE LOAN SHALL NOT EXCEED THE LESSER OF (I)
THREE HUNDRED SEVENTY MILLION AND 00/100 DOLLARS ($370,000,000.00) AND (II)
61.6% OF THE TOTAL COST OF THE PROJECT AS SET FORTH IN THE CONSTRUCTION BUDGET.
THE LOAN IS NOT REVOLVING IN NATURE, AND AMOUNTS REPAID MAY NOT BE SUBSEQUENTLY
READVANCED.
(C)
PROVIDED THAT BORROWER SATISFIES THE CONDITIONS TO THE MAKING OF THE
LOAN SET FORTH IN ARTICLE VIII HEREOF, LENDER SHALL DISBURSE THE INITIAL ADVANCE
TO BORROWER ON THE EFFECTIVE DATE.
BORROWER SHALL USE THE INITIAL ADVANCE TO
PAY PRE-DEVELOPMENT COSTS
ENCUMBERING THE LAND AND FOR SUCH OTHER PURPOSES AS
THE PARTIES SHALL AGREE UPON.
(D)
AFTER THE DISBURSEMENT OF THE INITIAL ADVANCE, LENDER SHALL MAKE
SUCCESSIVE DISBURSEMENTS OF THE LOAN TO BORROWER, BUT NOT MORE THAN ONCE PER
CALENDAR MONTH, PROVIDED THAT (I) THERE SHALL THEN EXIST NO DEFAULT OR EVENT OF
DEFAULT, (II) NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED WITH RESPECT TO
BORROWER, GUARANTOR OR THE PROJECT, (III) THE LOAN REMAINS IN BALANCE, (IV) ALL
REQUIRED GOVERNMENTAL APPROVALS ARE IN FULL FORCE AND EFFECT AS NEEDED FOR THE
THEN-CURRENT STAGE OF CONSTRUCTION, AND (IV) BORROWER SATISFIES THE CONDITIONS
TO THE DISBURSEMENT OF THE LOAN SET FORTH IN ARTICLES VIII, IX, X, XIII AND XIV
HEREOF, AS APPLICABLE.
(E)
TO THE EXTENT THAT LENDER MAY HAVE ACQUIESCED IN NONCOMPLIANCE WITH ANY
REQUIREMENTS PRECEDENT TO THE DISBURSEMENT OF ANY PORTION OF THE LOAN, SUCH
ACQUIESCENCE SHALL NOT CONSTITUTE A WAIVER BY LENDER, AND LENDER MAY AT ANY TIME
AFTER SUCH ACQUIESCENCE REQUIRE BORROWER TO COMPLY WITH ALL SUCH REQUIREMENTS.
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(F)
ON OR BEFORE THE EFFECTIVE DATE, BORROWER SHALL PAY TO LENDER A LOAN
FEE IN THE AMOUNT OF THREE MILLION SEVEN HUNDRED THOUSAND AND 00/100
($3,700,000.00) (THE "LOAN FEE") PAYABLE FROM THE INITIAL ADVANCE.
THE LOAN FEE
HAS BEEN FULLY EARNED BY LENDER AND IS NON-REFUNDABLE TO BORROWER, REGARDLESS OF
WHEN THE LOAN IS REPAID OR WHETHER ANY FURTHER ADVANCES OF THE LOAN ARE MADE;
(G)
BORROWER SHALL, PRIOR TO THE EFFECTIVE DATE, OPEN THE OPERATING
ACCOUNT.
BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY CREDITING
THE OPERATING ACCOUNT; PROVIDED, HOWEVER, THAT LENDER SHALL NOT BE OBLIGATED TO
USE SUCH METHOD.
LENDER MAY PAY INTEREST DUE ON THE NOTE WHEN AND AS THE SAME
SHALL BECOME DUE BY DEBITING FUNDS ON DEPOSIT IN THE OPERATING ACCOUNT AND
CHARGING THE INTEREST LINE ITEM OF THE CONSTRUCTION BUDGET.
SECTION 4.2
LOAN DOCUMENTS.
On the Effective Date, Borrower shall execute and deliver (and cause any party
thereto other than Borrower or Lender to execute and deliver) to Lender the
following:
(A)
THE NOTE;
(B)
THE MORTGAGE;
(C)
THE ASSIGNMENT OF LEASES AND RENTS;
(D)
THE ASSIGNMENT OF CONTRACTS;
(E)
THE RECOURSE GUARANTY;
(F)
THE COMPLETION GUARANTY;
(G)
THE ENVIRONMENTAL INDEMNITY;
(H)
THE ASSIGNMENT OF MEMBERSHIP INTERESTS AND SECURITY AGREEMENT DATED THE
DATE HEREOF, MADE BY MEMBER FOR THE BENEFIT OF LENDER;
(I)
THE RITZ-CARLTON CONSENT AGREEMENT;
(J)
THE ML&P