SHALL BE MADE BY AGENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS SECTION 3.
B.
PAYMENTS OF INTEREST AND LENDER'S COSTS.
ON EACH PAYMENT DATE, AGENT SHALL, WITH OR WITHOUT BORROWER HAVING MADE A
REQUEST FOR ADVANCE, MAKE DEVELOPMENT ADVANCES FOR PURPOSES OF PAYING AGENT ALL
INTEREST AND OTHER SUMS WHICH ARE THEN DUE AND PAYABLE FROM BORROWER UNDER THE
LOAN DOCUMENTS.
AS SET FORTH IN THE DEVELOPMENT BUDGET, A PORTION OF THE LOAN
HAS BEEN HELD BACK TO FUND, ABSENT THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT, ACCRUED INTEREST ON THE LOAN DURING THE TERM OF THE LOAN AND SHALL BE
AVAILABLE TO FUND SUCH ACCRUED INTEREST SO LONG AS THE HOLDBACK AMOUNT FOR SUCH
INTEREST HAS NOT BEEN EXHAUSTED; PROVIDED, HOWEVER, THAT AS DEVELOPMENT ADVANCES
ARE INCREASED BEYOND $30,000,000, SUCH HOLDBACK FOR INTEREST SHALL BE INCREASED
BY LENDER BY THE HOLDBACK MULTIPLIER, AS MORE EXPLICITLY SET FORTH IN
SECTION 3.2D. BELOW.
PROVIDED THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, AGENT IS HEREBY AUTHORIZED TO DISBURSE AND WILL DISBURSE TO
ITSELF FOR DISBURSEMENT TO THE LENDERS, INTEREST PAYMENTS DUE THE LENDERS UNDER
THE LOAN AND OTHER SUMS WHICH ARE THEN DUE AND PAYABLE FROM BORROWER TO AGENT
UNDER THE LOAN DOCUMENTS ON THE DATE SAID PAYMENTS ARE DUE AND EACH SUCH
DISBURSEMENT SHALL BE DEEMED TO BE A DEVELOPMENT ADVANCE OF THE LOAN HEREUNDER.
NOTHING CONTAINED IN THIS SECTION 3.2B SHALL RELIEVE BORROWER OF THE ABSOLUTE
AND UNCONDITIONAL OBLIGATION TO PAY ACCRUED INTEREST ON THE LOAN AS PROVIDED
HEREIN AND IN THE NOTE AND THE OTHER LOAN DOCUMENTS.
IF THE FUNDS IN THE
HOLDBACK FOR SUCH INTEREST ARE INSUFFICIENT OR ARE OTHERWISE UNAVAILABLE FOR
DISBURSEMENT (INCLUDING, THE RESULT OF AN EVENT OF DEFAULT), THEN BORROWER SHALL
PAY OR CAUSE TO BE PAID FROM SOURCES OTHER THAN THE LOAN DIRECTLY TO AGENT (AND
NOT THROUGH ANY CONSTRUCTION ESCROW) THE ACCRUED INTEREST THEN DUE AND PAYABLE
IN THE AMOUNT SET FORTH IN A NOTICE TO BORROWER.
C.
DEVELOPMENT BUDGET; HOLDBACKS OF LOAN
PROCEEDS.
BORROWER REPRESENTS AND WARRANTS THAT THE DEVELOPMENT BUDGET IS
ACCURATE AND COMPLETE AND INCLUDES ALL CONSTRUCTION, DESIGN AND LAND ACQUISITION
COSTS, IF ANY, OF THE LAND AND THE PROJECT, INCLUDING ALL COSTS AND EXPENSES
NECESSARY TO SATISFY, FULFILL, COMPLY WITH AND PERFORM ALL TERMS, CONDITIONS,
REQUIREMENTS AND OBLIGATIONS UNDER AND PURSUANT TO LEGAL REQUIREMENTS, ALL
CONSTRUCTION CONTRACTS, ALL ARCHITECT'S AGREEMENTS, ALL CIVIL ENGINEER'S
AGREEMENTS, ALL DEVELOPMENT MANAGEMENT AGREEMENTS, ALL SALES MANAGEMENT
AGREEMENTS, AND ALL OTHER MATERIAL CONTRACTS, OTHER THAN THOSE, IF ANY, WHICH A
GOVERNMENTAL AUTHORITY HAS AGREED, IN WRITING, TO PERFORM, AS APPROVED BY AGENT.
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, AGENT SHALL
ESTABLISH FIVE (5) HOLDBACKS ("HOLDBACKS") FROM THE UNDISBURSED PORTION OF THE
LOAN IN SUCH AMOUNTS WHICH, IN AGENT'S SOLE OPINION, ARE NECESSARY FOR THE
PAYMENT OF (I) INTEREST ON THE LOAN, (II) CERTAIN SPECIFIED CONSTRUCTION COSTS,
(III) DESIGN COSTS, (IV) OTHER BUDGETED LINE ITEMS AND (V) THE ACQUISITION OF
50% OF THE EQUITY INTERESTS IN