AGENT SHALL
HAVE ABSOLUTELY NO OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT EXCEPT TO THE EXTENT SET FORTH IN SECTION
8.08(A).
THE PARTIES HERETO ACKNOWLEDGE THAT THE INITIAL AGENT IS EXECUTING
THIS AGREEMENT SOLELY TO BIND ITSELF WITH RESPECT TO THIS SECTION 8.08 AND THAT
INITIAL AGENT'S EXECUTION DOES NOT AMOUNT TO OR EVIDENCE INITIAL AGENT'S
AGREEMENT WITH OR ENDORSEMENT OF ANY OTHER PROVISIONS OF THIS AGREEMENT.
(D)
INITIAL AGENT SHALL NOT BE ENTITLED TO ANY COMPENSATION WHATSOEVER
FOR ACTING AS INITIAL AGENT UNDER THIS AGREEMENT, THE PROJECT LOAN MORTGAGE, THE
PROJECT LOAN ASSIGNMENT OF LEASES AND SUCH PROJECT LOAN NOTES.
ARTICLE 9
EVENTS OF DEFAULT
SECTION 9.01
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE
OF THE FOLLOWING CONDITIONS OR EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT"
UNDER THIS AGREEMENT:
(A)
(I)
FAILURE BY BORROWER TO PAY (W) (SUBJECT TO AGENT'S
OBLIGATIONS UNDER SECTION 5.03(B) HEREOF) ANY INSTALLMENT OF INTEREST UNDER THE
PROJECT LOAN NOTES WITHIN FIVE (5) DAYS OF WHEN THE SAME SHALL BECOME DUE AND
PAYABLE, (X) THE INDEBTEDNESS ON THE MATURITY DATE, (Y) PROPERTY TAXES (UNLESS
THE SAME ARE BEING CONTESTED IN COMPLIANCE WITH SECTION 7.05 HEREOF) WITHIN FIVE
(5) BUSINESS DAYS AFTER
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NOTICE OF FAILURE TO PAY THE SAME WHEN DUE AND PAYABLE IS GIVEN BY AGENT OR (Z)
ANY AMOUNT REQUIRED TO BE PAID IN CONNECTION WITH ANY PREPAYMENT UNDER SECTION
3.12 OR 7.46 HEREOF WITHIN FIVE (5) BUSINESS DAYS AFTER NOTICE OF FAILURE TO PAY
THE SAME IS GIVEN BY AGENT; (II) FAILURE BY ANY BORROWER ENTITY TO PAY ANY OTHER
SUMS (INCLUDING ANY PORTION OF A COMPLETION DEPOSIT) TO BE PAID BY IT HEREUNDER
OR UNDER ANY OTHER PROJECT LOAN DOCUMENT AFTER WRITTEN DEMAND FOR PAYMENT HAS
BEEN GIVEN AND SUCH SUM HAS NOT BEEN PAID WITHIN THE TIME PERIOD PROVIDED FOR IN
THE APPLICABLE PROJECT LOAN DOCUMENT (OR, IF THERE IS NO SUCH TIME PERIOD, THE
TIME PERIOD PROVIDED FOR IN SUCH DEMAND, WHICH TIME PERIOD SHALL NOT BE LESS
THAN TEN (10) BUSINESS DAYS); OR (III) FAILURE BY BORROWER OR ANY MEMBER TO
DEPOSIT WITHIN TWO (2) BUSINESS DAYS AFTER NOTICE ANY AMOUNT REQUIRED TO BE
DEPOSITED UNDER THE COLLECTION ACCOUNTS AGREEMENT OR SECURITY DEPOSIT ACCOUNTS
AGREEMENT.
(B)
FAILURE BY ANY BORROWER ENTITY TO DULY KEEP, PERFORM AND OBSERVE
(I) THE COVENANTS CONTAINED IN SECTIONS 7.33, 7.52, 7.56 OR 7.57 HEREOF WITHIN
FIVE (5) BUSINESS DAYS FROM THE DATE UPON WHICH AGENT GIVES NOTICE OF SUCH
FAILURE OR (II) ANY COVENANT APPLICABLE TO IT UNDER ANY PROJECT LOAN DOCUMENT TO
WHICH IT IS A PARTY (OTHER THAN THOSE COVENANTS REFERRED TO IN THE OTHER CLAUSES
(INCLUDING SUBCLAUSE (I) OF THIS CLAUSE (B)) OF THIS SECTION 9.01), WITHIN
THIRTY (30) DAYS FROM THE DATE UPON WHICH AGENT GIVES NOTICE OF SUCH FAILURE;
PROVIDED THAT, IN THE CASE OF CLAUSE (II) OF THIS SECTION 9.01(B) ONLY, IN THE
EVENT SUCH FAILURE IS CURABLE BUT IS NOT SUSCEPTIBLE OF CURE WITHIN SUCH THIRTY
(30)