TO THE DATE ON WHICH THE OUTSTANDING PRE-CONSTRUCTION LETTER
OF CREDIT IS SCHEDULED TO BE TERMINATED; OR (D) IF LENDER HAS RECEIVED NOTICE
THAT THE BANK ISSUING ANY PRE-CONSTRUCTION LETTER OF CREDIT SHALL CEASE TO BE AN
ELIGIBLE INSTITUTION AND WITHIN TEN (10) BUSINESS DAYS AFTER LENDER NOTIFIES
BORROWERS IN WRITING OF SUCH CIRCUMSTANCE, BORROWERS SHALL FAIL TO DELIVER TO
LENDER A SUBSTITUTE PRE-CONSTRUCTION LETTER OF CREDIT ISSUED BY AN ELIGIBLE
INSTITUTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE ABOVE,
LENDER IS NOT OBLIGATED TO DRAW UPON ANY PRE-CONSTRUCTION LETTER OF CREDIT UPON
THE
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HAPPENING OF AN EVENT SPECIFIED IN CLAUSE (A), (B), (C) OR (D) ABOVE AND SHALL
NOT BE LIABLE FOR ANY LOSSES SUSTAINED BY BORROWERS DUE TO THE INSOLVENCY OF THE
BANK ISSUING ANY SUCH PRE-CONSTRUCTION LETTER OF CREDIT IF LENDER HAS NOT DRAWN
UPON SUCH PRE-CONSTRUCTION LETTER OF CREDIT.
3.17.3
PRE-CONSTRUCTION ADVANCE IS A CONSTRUCTION LOAN ADVANCE.
ONCE ADVANCED, EACH PRE-CONSTRUCTION ADVANCE SHALL CONSTITUTE A CONSTRUCTION
LOAN ADVANCE FOR ALL PURPOSES UNDER THIS AGREEMENT.
3.17.4
PRE-CONSTRUCTION WORK.
(A)
NOTHING IN THIS SECTION 3.17 SHALL (I) MAKE
LENDER RESPONSIBLE FOR PERFORMING OR COMPLETING ANY PRE-CONSTRUCTION WORK; (II)
REQUIRE LENDER TO EXPEND ANY OF ITS OWN FUNDS TO COMPLETE ANY PRE-CONSTRUCTION
WORK OR PAY ANY OTHER APPROVED PRE-CONSTRUCTION EXPENSES; (III) OBLIGATE LENDER
TO PROCEED WITH ANY PRE-CONSTRUCTION WORK; OR (IV) OBLIGATE LENDER TO DEMAND
FROM ANY BORROWER ADDITIONAL SUMS TO COMPLETE ANY PRE-CONSTRUCTION WORK OR PAY
ANY OTHER APPROVED PRE-CONSTRUCTION EXPENSE.
(B)
EACH BORROWER SHALL PERMIT LENDER AND ITS
AGENTS AND REPRESENTATIVES (INCLUDING ITS ENGINEERS, ARCHITECTS OR INSPECTORS)
OR THIRD PARTIES TO ENTER ONTO SUCH BORROWER'S PROPERTY DURING NORMAL BUSINESS
HOURS (SUBJECT TO REASONABLE ADVANCE NOTICE (WHICH MAY BE GIVEN VERBALLY) AND
THE RIGHTS OF TENANTS UNDER THEIR LEASES) TO INSPECT THE PROGRESS OF ANY
PRE-CONSTRUCTION WORK AND ALL MATERIALS BEING USED IN CONNECTION THEREWITH AND
TO EXAMINE ALL PLANS AND SHOP DRAWINGS RELATING TO SUCH PRE-CONSTRUCTION WORK.
EACH BORROWER SHALL CAUSE ALL CONTRACTORS AND SUBCONTRACTORS TO COOPERATE WITH
LENDER AND SUCH OTHER PERSONS DESCRIBED ABOVE IN CONNECTION WITH INSPECTIONS
DESCRIBED IN THIS SECTION 3.17.4(B).
Section 3.18
Work at Adjacent Property.
(A)
UNTIL THE INITIAL CONSTRUCTION LOAN ADVANCE
IS MADE, IF EVER, AND IN ALL EVENTS SUBJECT TO SECTION 3.18(B) HEREOF, BORROWERS
SHALL NOT COMMENCE OR CONDUCT ANY PHYSICAL WORK AT OR ON THE ADJACENT PROPERTY
WHICH EXCEEDS, IN THE AGGREGATE, $2,400,000.00, WHETHER FUNDED OUT OF ANY
BORROWER'S OWN FUNDS, OUT OF A PRE-CONSTRUCTION ADVANCE OR OTHERWISE, WITHOUT
LENDER'S CONSENT IN ITS REASONABLE JUDGMENT, OTHER THAN (A) SUBJECT TO SECTION
3.18(B) HEREOF, THE CURRENTLY CONTEMPLATED DEMOLITION OF THE APARTMENT BUILDINGS
ON THE ADJACENT PROPERTY AND THE CONSTRUCTION OF THE CONTEMPLATED TEMPORARY
PARKING LOT THEREON, AND (B) THE CONTEMPLATED CONSTRUCTION OF THE FOUNDATION FOR
THE SOUTH TOWER TO BE CONSTRUCTED ON THE ADJACENT PROPERTY.
NOTWITHSTANDING
BORROWERS' COMMENCEMENT AND/OR PERFORMANCE OF ANY PHYSICAL WORK AT OR ON THE
ADJACENT PROPERTY AS PERMITTED IN THE FOREGOING SENTENCE, IN THE EVENT THAT
EITHER (I) THE QUALIFICATION CONDITIONS HAVE NOT