CODE OF 1986, AS AMENDED, FOR WHICH AN EXEMPTION IS NOT
AVAILABLE, AND IF SUCH EXECUTION, DELIVERY, PURCHASE, EXERCISE OR ENFORCEMENT
CONSTITUTES SUCH A PROHIBITED TRANSACTION, IT WILL COOPERATE WITH THE DEPARTMENT
OF LABOR, INTERNAL REVENUE SERVICE AND OTHER AFFECTED PARTIES IN OBTAINING AN
EXEMPTION THEREFOR.
(I)
TO SUCH LENDER'S KNOWLEDGE, AFTER GIVING EFFECT TO THE MAKING
OF THE INITIAL RESTRUCTURING LOAN, NO EVENT OF DEFAULT EXISTS.
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ARTICLE IV
EXCHANGE OF NOTES; LOANS AND LOAN DOCUMENTS
SECTION 4.1
EXCHANGE OF EXISTING NOTES.
Each Lender agrees to surrender on the Initial Restructuring Funding Date to the
Borrower the promissory notes issued to it under the Original Construction Loan
Agreement and in exchange for the cancellation of such promissory notes (without
extinguishing the indebtedness evidenced thereby) Borrower shall issue to each
Lender on the Initial Restructuring Funding Date the Notes set forth on
Schedule D.
As of the Initial Restructuring Funding Date (and after giving
effect to the making of the Initial Restructuring Loan), the principal amount
outstanding under each Note held by the Lenders is set forth on Schedule D.
As
of the Initial Restructuring Funding Date, all promissory notes issued under the
Original Construction Loan Agreement are deemed cancelled as of such date.
SECTION 4.2
FACILITY A LOANS; FACILITY A
LENDERS' OBLIGATION TO DISBURSE; REDUCTION OF FACILITY A COMMITMENT.
(A)
SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, BORROWER AGREES TO BORROW FROM THE
FACILITY A LENDERS AND EACH FACILITY A LENDER AGREES TO MAKE FACILITY A LOANS TO
BORROWER, FOR THE PURPOSES AND SUBJECT TO ALL OF THE TERMS, PROVISIONS AND
CONDITIONS CONTAINED IN THIS AGREEMENT.
IN NO EVENT SHALL A FACILITY A LENDER
MAKE FACILITY A LOANS IN AN AMOUNT IN EXCESS OF ITS FACILITY A COMMITMENT OR
AFTER THE FACILITY A MATURITY DATE.
(B)
THE FACILITY A LOANS SHALL BE MADE TO BORROWER ON THE TERMS
AND CONDITIONS HEREINAFTER SET FORTH.
THE FACILITY A LOANS WILL BEAR INTEREST
AT THE RATE OR RATES, AND WILL BE REPAID, AS SET FORTH IN THIS AGREEMENT AND IN
THE FACILITY A NOTES.
BORROWER SHALL USE THE PROCEEDS OF THE FACILITY A LOANS
SOLELY FOR THE PURPOSES SPECIFIED HEREIN.
(C)
THE AGGREGATE AMOUNT OF THE FACILITY A LOANS OF ANY FACILITY A
LENDER SHALL NOT EXCEED THE FACILITY A COMMITMENT OF SUCH FACILITY A LENDER.
THE FACILITY A COMMITMENT AND FACILITY A LOANS ARE NOT REVOLVING IN NATURE, AND
AMOUNTS REPAID MAY NOT BE SUBSEQUENTLY READVANCED.
(D)
PROVIDED THAT BORROWER SATISFIES THE CONDITIONS TO THE MAKING
OF FACILITY A LOANS SET FORTH IN ARTICLE VIII HEREOF, THE FACILITY A LENDERS
SHALL DISBURSE THE INITIAL RESTRUCTURING LOAN TO BORROWER ON THE INITIAL
RESTRUCTURING FUNDING DATE.
BORROWER SHALL USE THE INITIAL RESTRUCTURING LOAN
AS SET FORTH ON SCHEDULE F.
(E)
EXCEPT AS SET FORTH IN THE IMMEDIATELY SUCCEEDING SENTENCE,
PROVIDED THAT BORROWER SATISFIES THE CONDITIONS TO THE MAKING OF FACILITY A
LOANS SET FORTH IN ARTICLES VIII, IX, XII AND XIII HEREOF, THE FACILITY