AGENT PURSUANT TO
THE PROVISIONS OF THIS SUBSECTION, AGENT MAY:
(1)
USE ANY FUNDS OF ANY BORROWER ENTITY PLEDGED TO AGENT UNDER OR
PURSUANT TO ANY LOAN DOCUMENT, AND ANY FUNDS REMAINING UNADVANCED UNDER THE
BUILDING LOAN AND/OR THE PROJECT LOAN;
(2)
EMPLOY EXISTING CONTRACTORS AND SUBCONTRACTORS, INCLUDING THE
GENERAL CONTRACTOR, ANY OTHER MAJOR CONTRACTORS, ANY MAJOR SUBCONTRACTORS, AND
THE LIKE, OR TERMINATE THE SAME AND EMPLOY OTHERS;
(3)
EMPLOY SECURITY PERSONNEL TO PROTECT THE PROPERTY;
(4)
TAKE OVER AND USE ANY AND ALL PERSONAL PROPERTY CONTRACTED FOR OR
PURCHASED BY BORROWER OR THE MEMBERS, OR DISPOSE OF THE SAME AS AGENT SEES FIT;
(5)
EXECUTE ALL APPLICATIONS AND CERTIFICATES ON BEHALF OF BORROWER OR
THE MEMBERS WHICH MAY BE REQUIRED BY ANY GOVERNMENTAL AUTHORITY OR LEGAL
REQUIREMENTS OR CONTRACTS OR AGREEMENTS;
(6)
PAY, SETTLE OR COMPROMISE ALL EXISTING OR FUTURE BILLS AND CLAIMS
WHICH ARE OR MAY BE LIENS AGAINST THE MORTGAGED PROPERTY, OR MAY BE NECESSARY
FOR THE COMPLETION OF THE PROJECT OR THE CLEARANCE OF TITLE TO THE MORTGAGED
PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL PROPERTY TAXES;
(7)
COMPLETE THE MARKETING AND LEASING OF LEASABLE SPACE IN THE
IMPROVEMENTS, ENTER INTO NEW LEASES AND OCCUPANCY OR OPERATING AGREEMENTS OF THE
UNITS OR PORTIONS THEREOF, AND MODIFY OR AMEND EXISTING LEASES AND OCCUPANCY OR
OPERATING AGREEMENTS, ALL AS AGENT SHALL DEEM TO BE NECESSARY OR DESIRABLE;
(8)
PROSECUTE AND DEFEND ALL ACTIONS AND PROCEEDINGS IN CONNECTION
WITH THE CONSTRUCTION OF THE PROJECT OR IN ANY OTHER WAY AFFECTING THE MORTGAGED
PROPERTY AND TAKE SUCH ACTION AND REQUIRE SUCH PERFORMANCE AS AGENT DEEMS
NECESSARY UNDER THE GMP GUARANTY OR THE PAYMENT AND PERFORMANCE BONDS; AND
(9)
TAKE SUCH OTHER ACTION HEREUNDER, OR REFRAIN FROM ACTING
HEREUNDER, AS AGENT MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, FROM TIME TO TIME
DETERMINE, AND WITHOUT ANY LIMITATION WHATSOEVER, TO CARRY OUT THE INTENT OF
THIS SECTION 10.01(B).
BORROWER SHALL BE LIABLE TO AGENT FOR ALL COSTS PAID OR
INCURRED FOR THE CONSTRUCTION, COMPLETION AND
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EQUIPPING OF THE PROJECT, WHETHER THE SAME SHALL BE PAID OR INCURRED PURSUANT TO
THE PROVISIONS OF THIS SECTION OR OTHERWISE, AND ALL PAYMENTS MADE OR
LIABILITIES INCURRED BY AGENT HEREUNDER OF ANY KIND WHATSOEVER SHALL BE DEEMED
ADVANCES MADE TO BORROWER UNDER THIS AGREEMENT AND SHALL BE SECURED BY THE
SECURITY DOCUMENTS.
ANY SUMS SO EXPENDED BY AGENT SHALL BE PAID BY BORROWER TO
AGENT ON DEMAND, WITH INTEREST THEREON AT THE DEFAULT RATE UNTIL PAID; AND
BORROWER SHALL EXECUTE SUCH NOTES OR AMENDMENTS TO THE BUILDING LOAN NOTES AS
MAY BE REQUESTED BY AGENT TO EVIDENCE BORROWER'S OBLIGATION TO PAY SUCH EXCESS
COSTS AND UNTIL SUCH NOTES OR AMENDMENTS ARE SO EXECUTED BY BORROWER, BORROWER'S
OBLIGATION TO PAY SUCH EXCESS COSTS SHALL BE DEEMED TO BE EVIDENCED BY THIS
AGREEMENT.
IN THE EVENT AGENT TAKES POSSESSION OF THE PREMISES AND ASSUMES
CONTROL OF SUCH CONSTRUCTION AS AFORESAID, AGENT SHALL NOT BE OBLIGATED TO
CONTINUE SUCH CONSTRUCTION LONGER THAN AGENT SHALL SEE FIT AND MAY THEREAFTER,