TOGETHER WITH THE OUTSTANDING ENTITLEMENTS, SOMETIMES COLLECTIVELY REFERRED TO
HEREIN AS THE "ENTITLEMENTS") EXIST AS OF THE ORIGINAL EFFECTIVE DATE, ARE IN
FULL FORCE AND EFFECT, AND ARE NOT SUBJECT TO REVOCATION, SUSPENSION, FORFEITURE
OR MODIFICATION; (3) BORROWER IS IN FULL COMPLIANCE WITH ALL REQUIREMENTS OF THE
ISSUED ENTITLEMENTS AND IS ENTITLED TO ALL RIGHTS AND PRIVILEGES THEREUNDER;
(4) BORROWER SHALL OBTAIN ALL OUTSTANDING ENTITLEMENTS WITHIN THE SPECIFIED TIME
PERIODS SET FORTH IN EXHIBIT B AND SHALL DELIVER TO THE AGENT TRUE AND COMPLETE
COPIES OF ALL OUTSTANDING ENTITLEMENTS WITHIN FIVE (5) BUSINESS DAYS FOLLOWING
THE ISSUANCE OF ANY SUCH OUTSTANDING ENTITLEMENTS; (5) BORROWER SHALL AT ALL
TIMES, MAINTAIN THE ENTITLEMENTS IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE
TERM OF THE LOANS; (6) BORROWER SHALL NOT AGREE TO ANY MODIFICATION OR TO ANY
TERMINATION OF THE ENTITLEMENTS WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE
LENDERS; AND (7) BORROWER HAS DELIVERED TO THE AGENT TRUE AND COMPLETE COPIES,
INCLUDING ALL FILED OR EXECUTED AMENDMENTS THERETO, OF THE ISSUED ENTITLEMENTS.
BORROWER HEREBY ASSIGNS TO THE AGENT AS ADDITIONAL SECURITY FOR THE PAYMENT IN
FULL OF THE DEBT AND THE OBSERVANCE AND PERFORMANCE BY BORROWER OF THE TERMS,
COVENANTS AND PROVISIONS OF THE LOAN DOCUMENTS ALL RIGHT, TITLE AND INTEREST
WHICH BORROWER MAY HAVE OR MAY HEREAFTER ACQUIRE IN AND TO THE ENTITLEMENTS.
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(B)
GOVERNMENTAL APPROVALS.
BORROWER SHALL MAINTAIN THE
GOVERNMENTAL APPROVALS IN CONNECTION WITH THE PLANS AND SPECIFICATIONS AND FOR
THE PROJECT IN FULL FORCE AND EFFECT THROUGHOUT THE TERMS OF THE LOANS AND TO
THE EXTENT SUCH GOVERNMENTAL APPROVALS HAVE NOT BEEN ISSUED OR OBTAINED,
BORROWER SHALL (I) TAKE ALL STEPS NECESSARY TO HAVE SUCH GOVERNMENTAL APPROVALS
ISSUED BY OR OBTAINED FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES WITHIN TIME
PERIODS CONSISTENT WITH A CONSTRUCTION PROJECT OF THIS NATURE AND SATISFACTORY
TO THE REQUIRED LENDERS IN THE EXERCISE OF THE REQUIRED LENDERS' REASONABLE
DISCRETION, AND (II) DELIVER COPIES OF SUCH GOVERNMENTAL APPROVALS TO THE AGENT
AND MAINTAIN SUCH GOVERNMENTAL APPROVALS IN FULL FORCE AND EFFECT THROUGHOUT THE
ENTIRE TERM OF THE LOANS.
(C)
PLANS AND SPECIFICATIONS.
BORROWER HAS SUBMITTED A TRUE AND
COMPLETE COPY OF THE EXISTING PLANS AND SPECIFICATIONS TO THE AGENT AND THE
AGENT HAS APPROVED THE PLANS AND SPECIFICATIONS.
A DESCRIPTION OF THE PLANS AND
SPECIFICATIONS APPROVED BY THE AGENT IS ATTACHED HERE TO AS EXHIBIT E.
THE
AGENT SHALL, WITHOUT ADDITIONAL COST OR EXPENSE, HAVE THE USE OF THE PLANS AND
SPECIFICATIONS UPON THE OCCURRENCE BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD
OF AN EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS. UPON NOTICE TO BORROWER, THE
AGENT, AGENT'S CONSULTANT AND THEIR RESPECTIVE AGENTS AND EMPLOYEES, SHALL HAVE
THE RIGHT OF ENTRY AND ACCESS TO THE ENTIRE PROJECT IN CONNECTION WITH THEIR
REVIEW OF THE PLANS AND SPECIFICATIONS OR ANY OTHER ASPECT OF THE PROJECT.
(D)
CONSTRUCTION OF THE IMPROVEMENTS.
BORROWER COMMENCED
CONSTRUCTION ON OR BEFORE THE CONSTRUCTION COMMENCEMENT DATE.
BORROWER SHALL
CONTINUE TO PERFORM THE CONSTRUCTION IN A GOOD AND WORKMANLIKE MANNER WITH
MATERIALS OF