OTHERWISE PERMITTED IN ANY BUILDING LOAN DOCUMENT;
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(R)
IF BORROWER IS IN DEFAULT (BEYOND ANY NOTICE OR GRACE PERIOD
EXPRESSLY PROVIDED THEREIN) UNDER THE GUARANTEED MAXIMUM PRICE CONTRACT OR IF
THE THIRD PARTY TO ANY MATERIAL CONTRACT (OTHER THAN THE MATERIAL CONTRACTS
LISTED IN CLAUSES (C), (D) AND, FROM AND AFTER THE DATE ON WHICH THE PLANS AND
SPECIFICATIONS (OTHER THAN ANY CHANGE ORDERS) ARE IN FINAL FORM, (E) OF THE
DEFINITION THEREOF) IS IN DEFAULT THEREUNDER AND, IN EITHER CASE, SUCH DEFAULT,
IF NOT CURED WITHIN ANY APPLICABLE NOTICE AND/OR CURE PERIODS, COULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(S)
IF BORROWER FAILS TO CAUSE THE TITLE INSURANCE COMPANIES TO COMPLY
WITH THEIR OBLIGATIONS UNDER THE TITLE COMPANY SIDE LETTER WITHIN FIVE (5)
BUSINESS DAYS FROM THE DATE ON WHICH AGENT GIVES NOTICE TO BORROWER OF SUCH
NON-COMPLIANCE; OR
(T)
IF AN EVENT OF DEFAULT UNDER AND AS DEFINED IN THE PROJECT LOAN
AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING.
ARTICLE 10
RIGHTS AND REMEDIES OF LENDERS
SECTION 10.01
Remedies.
Upon the occurrence and during the continuance of
any Event of Default (or, to the extent provided in Section 10.01(f), a
Default), Agent may, at any time thereafter, at its option, exercise any or all
of the following rights and remedies:
(A)
DECLARE LENDERS' OBLIGATIONS TO MAKE ADVANCES HEREUNDER TO BE
TERMINATED, WHEREUPON THE SAME SHALL TERMINATE, AND/OR DECLARE ALL INDEBTEDNESS
(INCLUDING THE EXIT FEE (AS DEFINED IN THE SIDE LETTER RE:
FEES)) TO BE
IMMEDIATELY DUE AND PAYABLE, WHEREUPON SAME SHALL BECOME AND BE IMMEDIATELY DUE
AND PAYABLE, ANYTHING IN THE BUILDING LOAN DOCUMENTS TO THE CONTRARY
NOTWITHSTANDING, AND WITHOUT PRESENTATION, PROTEST OR FURTHER DEMAND OR NOTICE
OF ANY KIND (ALL OF WHICH ARE EXPRESSLY HEREBY WAIVED BY BORROWER); PROVIDED,
HOWEVER, THAT LENDERS MAY MAKE ADVANCES OR PARTS OF ADVANCES THEREAFTER WITHOUT
THEREBY WAIVING THE RIGHT TO DEMAND PAYMENT OF THE BUILDING LOAN NOTES, WITHOUT
BECOMING LIABLE TO MAKE ANY OTHER OR FURTHER ADVANCES, AND WITHOUT AFFECTING THE
VALIDITY OF OR ENFORCEABILITY OF THE BUILDING LOAN DOCUMENTS; PROVIDED FURTHER,
HOWEVER, WITH RESPECT TO AN EVENT OF DEFAULT DESCRIBED IN SECTION 9.01(G)
HEREOF, ALL INDEBTEDNESS (INCLUDING THE EXIT FEE) SHALL IMMEDIATELY AND
AUTOMATICALLY BECOME DUE AND PAYABLE, WITHOUT NOTICE OR DEMAND, ANYTHING
CONTAINED HEREIN OR IN ANY OTHER BUILDING LOAN DOCUMENT TO THE CONTRARY
NOTWITHSTANDING), AND AGENT MAY ENFORCE OR AVAIL ITSELF OF ANY OR ALL RIGHTS OR
REMEDIES PROVIDED IN THE BUILDING LOAN DOCUMENTS AGAINST ANY BORROWER ENTITY
AND/OR THE MORTGAGED PROPERTY, INCLUDING ALL RIGHTS OR REMEDIES AVAILABLE AT LAW
OR IN EQUITY.
(B)
AGENT MAY CAUSE THE PROJECT TO BE CONSTRUCTED AND DEVELOPED UNTIL
ACHIEVEMENT OF FINAL COMPLETION AND STABILIZED OCCUPANCY AND MAY ENTER UPON THE
PREMISES AND CONSTRUCT, EQUIP AND COMPLETE THE PROJECT SUBSTANTIALLY IN
ACCORDANCE WITH THE PLANS AND SPECIFICATIONS (WITH SUCH CHANGES OR MODIFICATIONS
THERETO
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THAT AGENT MAY, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE).
IN
CONNECTION WITH ANY CONSTRUCTION OF THE PROJECT UNDERTAKEN BY