SUCH REPRESENTATIONS AND WARRANTIES ARE NOT MATTERS WHICH BY THEIR
NATURE CAN NO LONGER BE TRUE AND CORRECT AS A RESULT OF THE PASSAGE OF TIME;
(E)
WITH RESPECT TO ANY EXERCISE OF THE SECOND AND/OR THIRD EXTENSION
OPTIONS, BORROWER SHALL PAY TO LENDER AN EXTENSION FEE EQUAL TO 0.25% OF THE
THEN OUTSTANDING BALANCE OF THE DEBT, SUCH PAYMENT TO BE MADE ON OR PRIOR TO THE
FIRST DAY OF THE APPLICABLE EXTENSION TERM;
(F)
BORROWER SHALL PROVIDE EVIDENCE REASONABLY SATISFACTORY TO LENDER
THAT THERE IS SUFFICIENT CAPITAL AVAILABLE TO BORROWER TO PAY ANY NECESSARY
CAPITAL EXPENDITURES WITH RESPECT TO THE PROPERTY;
(G)
BORROWER SHALL DEPOSIT ADDITIONAL FUNDS INTO THE INTEREST RESERVE
ACCOUNT IN AN AMOUNT (IF ANY) SUFFICIENT TO RESULT IN A DEBT SERVICE COVERAGE
RATIO FOR THE EXTENSION TERM OF AT LEAST 1.10:1.00 WITH RESPECT TO THE PROPERTY;
(H)
LENDER SHALL HAVE RECEIVED SUCH OTHER OPINIONS, DOCUMENTS AND
INFORMATION IN CONNECTION WITH THE FOREGOING, AS MAY BE REASONABLY REQUESTED BY
LENDER; AND
(I)
BORROWER SHALL HAVE PAID OR REIMBURSED LENDER FOR ALL
OUT-OF-POCKET COSTS AND EXPENSES ACTUALLY INCURRED BY LENDER (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL) IN CONNECTION
WITH THE FOREGOING.
ARTICLE III.
PROJECT FUNDING AND
CONSTRUCTION MATTERS
SECTION 3.1.
PROJECT FUNDING ADVANCES.
3.1.1.
USE OF ADVANCES.
(A)
SUBJECT TO THE PROVISIONS OF THIS SECTION 3.1, BORROWER SHALL USE
RENOVATION PROJECT ADVANCES MADE BY LENDER PURSUANT TO THIS AGREEMENT ONLY FOR
THE PAYMENT OF PROJECT COSTS WITH RESPECT TO THE PROJECT AND, IN THE EVENT THAT
BORROWER SHALL DETERMINE TO PROCEED WITH
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ANY FUTURE PROJECT, BORROWER SHALL USE FUTURE PROJECT ADVANCES MADE BY LENDER
PURSUANT TO THIS AGREEMENT ONLY FOR THE PAYMENT OF PROJECT COSTS WITH RESPECT TO
SUCH FUTURE PROJECT.
(B)
WITH RESPECT TO ANY PROJECT:
(I)
EACH PROJECT ADVANCE MADE TO BORROWER SHALL BE RECEIVED, HELD AND
USED BY BORROWER TO PAY FOR HARD COSTS AND SOFT COSTS OF THE APPLICABLE PROJECT,
AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE PROJECT
BUDGET; AND
(II)
BORROWER SHALL USE THE PROCEEDS OF ANY PROJECT ADVANCES ONLY TO
PAY OR REIMBURSE ITSELF FOR PROJECT COSTS ACTUALLY INCURRED IN CONNECTION WITH
THE PROJECT AND WHICH WERE SPECIFIED ON THE PROJECT ADVANCE REQUEST FOR SUCH
PROJECT ADVANCE.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS
ACKNOWLEDGED AND AGREED THAT IT SHALL BE A CONDITION TO ANY RIGHT OF BORROWER TO
RECEIVE ANY FUTURE PROJECT ADVANCES OR TO PROCEED WITH ANY PORTION OF ANY FUTURE
PROJECT, THAT LENDER SHALL HAVE REASONABLY APPROVED THE PROJECT PLAN, THE
PROJECT BUDGET, THE PLANS AND SPECIFICATIONS AND ALL OTHER MATERIAL PROJECT
DOCUMENTS RELATING TO SUCH FUTURE PROJECT, TOGETHER WITH SUCH OTHER REASONABLE
AND CUSTOMARY DILIGENCE RELATING TO SUCH FUTURE PROJECT AS LENDER SHALL
REASONABLY REQUIRE.
IN THE EVENT THAT BORROWER SHALL DETERMINE TO PROCEED WITH
ANY FUTURE PROJECT, BORROWER SHALL NOT COMMENCE, AND SHALL NOT CAUSE OR PERMIT
ANY OTHER PERSON TO COMMENCE, ANY WORK WITH RESPECT TO SUCH FUTURE PROJECT,
UNLESS