8.3
Administration
42
8.4
Actions by Agent; Required Consents
42
8.5
Payments
43
8.6
Management of Acquired Collateral
45
8.7
Defaulting Lender
46
8.8
Representations, Warranties and Acknowledgments
47
8.9
Assignments; Participation
48
8.10
Other Business
50
8.11
Consents
50
8.12
Agent as Lender
50
8.13
Notification of Defaults and Events of Default
50
8.14
No Reliance by Borrower
50
8.15
Reliance
50
8.16
Pledge to Federal Reserve Bank
51
8.17
Limitation of Liability
51
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT B
DESCRIPTION OF IMPROVEMENTS
EXHIBIT C
LEGAL DESCRIPTION OF THE LAND
EXHIBIT D
PERMITTED ENCUMBRANCES EXHIBIT E
SWORN CONSTRUCTION COST
STATEMENT EXHIBIT F
TITLE INSURANCE REQUIREMENTS EXHIBIT G
INSURANCE
REQUIREMENTS EXHIBIT H
NOTICES AND WIRE INSTRUCTIONS EXHIBIT I
COMMITMENT
PERCENTAGES EXHIBIT J
FORM OF LIEN WAIVER EXHIBIT K
DRAW REQUEST FORM
EXHIBIT L
[INTENTIONALLY DELETED] EXHIBIT M
PLANS EXHIBIT N
LEASING
GUIDELINES EXHIBIT O
BORROWER COMPLIANCE CERTIFICATE EXHIBIT P
GUARANTOR
COMPLIANCE CERTIFICATE EXHIBIT Q
PRE-LEASING TEST
[SCHEDULES AND EXHIBITS INTENTIONALLY OMITTED]
CONSTRUCTION LOAN AGREEMENT
THIS CONSTRUCTION LOAN AGREEMENT (this "Agreement") is made and entered into as
of the 14th day of May, 2008, by and among (i) SAUL HOLDINGS LIMITED
PARTNERSHIP, a Maryland limited partnership ("Borrower"), (ii) U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as agent ("Agent"), and
(iii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as lender,
and any other lenders who are now or who may hereafter become parties to this
Agreement (collectively, the "Lenders").
WITNESSETH THAT, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
DEFINITIONS
For the purposes of this Agreement, the following terms shall have the following
respective meanings, unless the context hereof clearly requires otherwise:
Advance: Any portion of the Loan advanced to or for the benefit of Borrower in
accordance with the terms hereof.
Advance Date: The date on which an Advance requested by Borrower hereunder is to
be made.
Affiliate: Any parent of Borrower, subsidiary of Borrower or entity controlled
by or under common control with Borrower.
Agent: U. S. Bank National Association, its successors and assigns as agent for
the Lenders.
Agreement: This Construction Loan Agreement, including any amendments hereof and
supplements hereto executed by Borrower and Agent.
Architect's Certificate: That certain Certificate of Architect regarding the
Property from the Project Architect.
Assignee Lender: As defined in Section 8.9(a).
Assignment and Assumption Agreement: An instrument in the form of Exhibit A,
duly completed and executed and delivered.
Bank-Provided Interest Rate Hedge: An Interest Rate Hedge which is provided by
any Lender and which meets the following requirements: such Interest Rate Hedge
(i) is documented in a standard International Swap Dealer Association Agreement,
(ii) provides for the method of calculating the reimbursable amount of the
provider's credit exposure in a reasonable and customary manner, and (iii) is
entered into for hedging (rather than speculative) purposes. If Borrower elects
to obtain a Bank-Provided Interest Rate Hedge, and provided that Agent confirms
that such Interest Rate Hedge meets the foregoing