BORROWERS OR LENDER AS REQUIRED
PURSUANT TO THIS AGREEMENT.
(U)
TRANSFER OF ADJACENT PROPERTY TO
CASINO/HOTEL BORROWER.
AT BORROWERS' SOLE COST AND EXPENSE, ADJACENT BORROWER
SHALL HAVE CONVEYED TO HOTEL/CASINO BORROWER ANY PORTION OF THE ADJACENT
PROPERTY THAT, PURSUANT TO THE PLANS AND SPECIFICATIONS, IS ANTICIPATED TO FORM
A PART OF THE PROJECT (THE "DEEDED ADJACENT PROPERTY") AND, IN ORDER TO
EFFECTUATE THE FOREGOING, THE FOLLOWING CONDITIONS SHALL BE SATISFIED:
(I)
(A) THE DEEDED ADJACENT PROPERTY, AFTER
BEING ADDED TO THE HOTEL/CASINO PROPERTY, AND (B) THE REMAINING PORTION OF THE
ADJACENT PROPERTY, AFTER GIVING EFFECT TO SUCH CONVEYANCE OF THE DEEDED ADJACENT
PROPERTY, SHALL EACH (1) COMPLY WITH ALL ZONING ORDINANCES, INCLUDING, WITHOUT
LIMITATION, THOSE RELATED TO PARKING, LOT SIZE AND DENSITY, (2) CONSTITUTE ONE
OR MORE SEPARATE TAX PARCELS, AND NOT BE SUBJECT TO ANY LIEN FOR TAXES DUE OR
NOT YET DELINQUENT, AND (3) COMPLY IN ALL MATERIAL RESPECTS WITH ALL LEGAL
REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LAND USE AND
CERTIFICATES OF OCCUPANCY;
(II)
BORROWERS SHALL DELIVER TO LENDER, AT
BORROWERS' SOLE COST AND EXPENSE, ALTA/ASCM SURVEYS OF EACH OF (A) THE
HOTEL/CASINO PROPERTY INCLUDING THE DEEDED ADJACENT PROPERTY, AND (B) THE
REMAINING PORTION OF THE ADJACENT PROPERTY, WHICH SURVEYS SHALL INCLUDE METES
AND BOUNDS LEGAL DESCRIPTIONS AND SHALL CONFORM TO LENDER'S THEN-CURRENT
REQUIREMENTS FOR SURVEYS TO BE DELIVERED IN CONNECTION WITH ITS LOANS; AND
(III)
THE TITLE COMPANY SHALL ISSUE AN ENDORSEMENT
TO THE TITLE INSURANCE POLICY REGARDING THE VALIDITY OF LENDER'S LIEN ON EACH OF
(A) THE HOTEL/CASINO PROPERTY INCLUDING THE DEEDED ADJACENT PROPERTY, AND (B)
THE REMAINING PORTION OF THE ADJACENT PROPERTY.
Upon any such conveyance of the Deeded Adjacent Property to Hotel/Casino
Borrower in accordance with the foregoing, thereafter the term "Hotel/Casino
Property" shall be deemed to include the Deeded Adjacent Property for all
purposes of this Loan Agreement and the other Loan Documents.
Section 3.3
Conditions Precedent to Subsequent
Construction Loan Advances.
The obligation of Lender to make any Construction
Loan Advances after the Initial Construction Loan Advance shall be subject to
the satisfaction or waiver by Lender (in its sole discretion) of the following
conditions precedent with respect to each subsequent Construction Loan Advance:
113
(A)
PRIOR CONDITIONS SATISFIED.
ALL CONDITIONS
PRECEDENT TO THE INITIAL CONSTRUCTION LOAN ADVANCE, AS SET FORTH IN SECTION 3.2
HEREOF, AND ANY OTHER PRIOR CONSTRUCTION LOAN ADVANCES, AS SET FORTH IN THIS
SECTION 3.3, SHALL CONTINUE TO BE SATISFIED AS OF THE DATE OF SUCH SUBSEQUENT
CONSTRUCTION LOAN ADVANCE.
(B)
DELIVERIES.
THE FOLLOWING ITEMS OR
DOCUMENTS SHALL HAVE BEEN DELIVERED TO LENDER:
(I)
A DRAW REQUEST COMPLYING WITH THE
REQUIREMENTS OF, AND CONSTITUTING THE SAME REPRESENTATIONS AND WARRANTIES AS
SPECIFIED IN, SECTION 3.2(F)(VI) HEREOF.
(II)
AN ADVANCE REQUEST SUBMITTED IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 3.2(F)(VII) HEREOF.
(III)
A CONSTRUCTION MANAGER AFFIRMATION OF
PAYMENT (AN "AFFIRMATION OF PAYMENT") (AIA FORM G706) IN THE FORM ATTACHED
HERETO AS EXHIBIT M.
(IV)
ALL INVOICES RELATING TO ALL ITEMS OF SOFT
COSTS IDENTIFIED IN THE ADVANCE