LOAN ADVANCE IN ACCORDANCE WITH THIS SECTION 3.21 SHALL NOT
AFFECT THE OTHER PROVISIONS OF THIS ARTICLE 3, AND BORROWERS, EACH CONSTRUCTION
LOAN ADVANCE AND THE CONSTRUCTION OF THE PROJECT SHALL CONTINUE TO BE GOVERNED
BY THE PROVISIONS OF THIS ARTICLE III.
Section 3.22
Right of Borrowers to Halt Construction
and Restore. Notwithstanding anything to the contrary set forth in this
Agreement or in any other Loan Document, in the event that the Qualification
Conditions have been satisfied on or prior to the Construction Qualification
Date and Borrowers have commenced construction of the Project, Borrowers shall
have the right, at any time prior to the earlier to occur of (1) the
Non-Qualified Initial Maturity Date or (2) the Project Cost Ceiling Date, to
permanently stop construction of the Project, subject to the conditions set
forth in, and otherwise in accordance with the terms of, this Section 3.22.
(A)
CONDITIONS TO STOPPING CONSTRUCTION.
(I)
NOTICE TO LENDER.
BORROWERS SHALL GIVE
LENDER WRITTEN NOTICE OF THEIR INTENTION TO STOP CONSTRUCTION (A "STOP NOTICE").
(II)
DUTY TO RESTORE.
UPON BORROWERS' DELIVERY
OF A STOP NOTICE, BORROWERS SHALL PROMPTLY COMMENCE AND DILIGENTLY PROCEED WITH
THE FULL RESTORATION OF THE ADJACENT PROPERTY AND THE HOTEL/CASINO PROPERTY, AS
AND TO THE EXTENT EACH HAS BEEN IMPACTED BY BORROWERS' CONSTRUCTION TO DATE, TO
THE CONDITION IN WHICH IT OR THEY, AS APPLICABLE, EXISTED ON THE CLOSING DATE OR
ANOTHER CONDITION SATISFACTORY TO LENDER IN ITS SOLE DISCRETION, EXCEPT IF ANY
OF THE APARTMENT BUILDINGS ON THE ADJACENT PROPERTY WERE DEMOLISHED AS PERMITTED
IN SECTION 3.18 HEREOF, BORROWERS SHALL NOT BE OBLIGATED TO REBUILD SUCH
BUILDINGS.
(III)
PAYMENTS TO LENDER.
WITHIN TEN (10) DAYS
FOLLOWING BORROWERS' DELIVERY OF A STOP NOTICE, BORROWERS SHALL PAY TO LENDER,
TO BE APPLIED BY LENDER AS A VOLUNTARY PREPAYMENT OF THE LOAN IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 2.4.1 HEREOF, AN AMOUNT EQUAL TO THE SUM OF: (A) THE
AMOUNT OF ALL PRE-CONSTRUCTION ADVANCES AND CONSTRUCTION LOAN ADVANCES ADVANCED
TO BORROWERS PRIOR TO DELIVERY OF THE STOP NOTICE, AND (B) THE NON-QUALIFIED
MANDATORY PREPAYMENT, TOGETHER WITH ALL OTHER AMOUNTS DUE AND PAYABLE UNDER
SECTION 2.4.1 HEREOF UPON SUCH PREPAYMENTS, INCLUDING, WITHOUT LIMITATION, (1)
IF SUCH PREPAYMENTS OCCUR ON A DATE OTHER THAN A PAYMENT DATE, ALL INTEREST
WHICH WOULD HAVE ACCRUED ON THE AMOUNT SO PREPAID TO BE PAID THROUGH, BUT NOT
INCLUDING, THE NEXT SUCCEEDING NINTH (9TH) DAY OF A CALENDAR MONTH, OR, IF SUCH
PREPAYMENTS OCCUR ON A PAYMENT DATE, THROUGH AND INCLUDING THE LAST DAY OF THE
INTEREST PERIOD IMMEDIATELY PRIOR TO THE APPLICABLE PAYMENT DATE, (2) ANY
BREAKAGE COSTS, (3) IF SUCH PREPAYMENTS ARE MADE PRIOR TO THE SPREAD MAINTENANCE
RELEASE DATE, THE SPREAD MAINTENANCE PREMIUM DUE WITH RESPECT TO THE AMOUNT
PREPAID PURSUANT TO CLAUSE (A) ABOVE, (4) THE APPLICABLE EXIT FEE DUE WITH
RESPECT TO THE AMOUNT PREPAID PURSUANT TO CLAUSE (A) ABOVE, AND (5) ALL OTHER
SUMS DUE AND PAYABLE UNDER THIS AGREEMENT, THE NOTE AND THE OTHER LOAN
DOCUMENTS, INCLUDING, BUT NOT
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