EXTENT THE DEVELOPMENT COST LINE ITEM EXCEEDS THE
COSTS OF SUCH INTEREST RATE CAPS AS DETERMINED BY AGENT, TO ANY OTHER LINE ITEM
IN THE BUDGETS, SUBJECT, HOWEVER, TO CLAUSE (III) OF THIS SECTION 7.11(D).
(E)
AGENT AND BORROWER ACKNOWLEDGE AND CONFIRM THAT NOTWITHSTANDING
ANY OTHER PROVISION HEREOF, (I) THE IMPLEMENTATION OF SECTION 7.11(D) MAY RESULT
IN AN INCREASE IN LOAN PROCEEDS USED TO PAY BUILDING LOAN COSTS AND A
CORRESPONDING DECREASE IN LOAN PROCEEDS USED TO PAY PROJECT LOAN COSTS, BUT
UNDER NO
80
CIRCUMSTANCES CAN RESULT IN A DECREASE IN LOAN PROCEEDS USED TO PAY BUILDING
LOAN COSTS OR AN INCREASE IN LOAN PROCEEDS USED TO PAY PROJECT LOAN COSTS AND
(II) THE IMPLEMENTATION OF THE PROCEDURES SET FORTH IN SECTION 7.11(D) OF THE
BUILDING LOAN AGREEMENT MAY RESULT IN AN INCREASE IN THE BUILDING LOAN AMOUNT
AND A DECREASE IN THE PROJECT LOAN AMOUNT.
IF BORROWER INTENDS TO SO USE A
PORTION OF THE PROJECT LOAN AMOUNT TO PAY BUILDING LOAN COSTS, THEN, AT AGENT'S
OPTION, SUCH USE SHALL BE ACCOMPLISHED BY DECREASING THE PROJECT LOAN AMOUNT AND
INCREASING THE BUILDING LOAN AMOUNT, WITH AN ACCOMPANYING INCREASE IN THE AMOUNT
OF THE BUILDING LOAN MORTGAGE AND A DECREASE IN THE PROJECT LOAN MORTGAGE, AND
BORROWER SHALL EXECUTE DOCUMENTS REASONABLY REQUESTED BY AGENT (INCLUDING A
SEVERING OF THE PROJECT LOAN MORTGAGE INTO TWO (2) MORTGAGES AND A CONSOLIDATION
OF ONE (1) SUCH MORTGAGE WITH AND INTO THE BUILDING LOAN MORTGAGE) TO EFFECTUATE
SUCH CHANGES.
SECTION 7.12
APPRAISAL.
TO PERMIT AGENT TO CONDUCT OR HAVE
CONDUCTED, AT AGENT'S SOLE OPTION AND AT BORROWER'S EXPENSE, ADDITIONAL
APPRAISALS OF THE MORTGAGED PROPERTY, OR UPDATES TO THE APPRAISAL, IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT, PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE
REQUIRED TO PAY FOR SUCH ADDITIONAL APPRAISALS IF:
(I) NO NOTICED DEFAULT OR
EVENT OF DEFAULT EXISTS UNDER THIS AGREEMENT OR ANY OTHER PROJECT LOAN DOCUMENT;
(II) SUCH APPRAISAL OR UPDATE IS NOT REQUIRED BY ANY LEGAL REQUIREMENT
APPLICABLE TO ANY LENDER OR THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF; (III) SUCH ADDITIONAL APPRAISAL OR UPDATE IS NOT
REQUIRED BY THE EXPRESS TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT; AND
(IV) BORROWER SHALL HAVE PREVIOUSLY PAID FOR AN ADDITIONAL APPRAISAL OR AN
UPDATE TO THE APPRAISAL DURING THE CALENDAR YEAR IN WHICH SUCH ADDITIONAL
APPRAISAL OR UPDATE IS DATED.
SECTION 7.13
MATERIAL CONTRACTS; APPROVAL OF ACTIVITIES.
(A)
WITHOUT THE PRIOR APPROVAL OF AGENT, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED, NOT TO (AND NOT TO PERMIT ANY MEMBER TO AND, IN THE CASE OF
MAJOR SUBCONTRACTS, NOT TO PERMIT (TO THE EXTENT THAT BORROWER'S APPROVAL IS
REQUIRED UNDER THE GUARANTEED MAXIMUM PRICE CONTRACT) GENERAL CONTRACTOR TO) (I)
EXCEPT TO AGENT FOR THE BENEFIT OF AGENT AND LENDERS, SELL, CONVEY, TRANSFER,
ASSIGN, ALIENATE, MORTGAGE, ENCUMBER, PLEDGE, HYPOTHECATE OR TRANSFER ANY
MATERIAL CONTRACT (WHICH FOR PURPOSES OF THIS SECTION 7.13 (OTHER THAN
SUBSECTION (C) OF