WITH THE
PROVISIONS OF THE NOTE; PROVIDED, HOWEVER, THAT LENDER SHALL BE ENTITLED TO
APPLY AT ANY TIME ALL OR ANY PORTION OF THE INSURANCE PROCEEDS OR CONDEMNATION
PROCEEDS IT THEN HOLDS TO THE EXTENT NECESSARY TO CURE ANY EVENT OF DEFAULT
UNDER THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT.
(C)
IF BORROWER (I) WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF
ANY DAMAGE TO ANY PROJECT OR ANY PORTION THEREOF (OR SUCH SHORTER PERIOD AS MAY
BE REQUIRED UNDER ANY MAJOR SPACE LEASE) SHALL FAIL TO SUBMIT TO LENDER FOR
APPROVAL PLANS AND SPECIFICATIONS (IF REQUIRED PURSUANT TO
SECTION 3.04(B)(II) HEREOF) FOR THE WORK (APPROVED BY THE ARCHITECT AND BY ALL
GOVERNMENTAL AUTHORITIES WHOSE APPROVAL IS REQUIRED), (II) AFTER ANY SUCH PLANS
AND SPECIFICATIONS ARE APPROVED BY ALL GOVERNMENTAL AUTHORITIES, THE ARCHITECT
AND LENDER, SHALL FAIL TO PROMPTLY COMMENCE SUCH WORK OR (III) SHALL FAIL TO
DILIGENTLY PROSECUTE SUCH WORK TO COMPLETION, THEN, IN ADDITION TO ALL OTHER
RIGHTS AVAILABLE HEREUNDER, AT LAW OR IN EQUITY, LENDER, OR ANY RECEIVER OF ANY
PROJECT OR ANY PORTION THEREOF, UPON FIVE (5) BUSINESS DAYS PRIOR NOTICE TO
BORROWER (EXCEPT IN THE EVENT OF EMERGENCY IN WHICH CASE NO NOTICE SHALL BE
REQUIRED), MAY (BUT SHALL HAVE NO OBLIGATION TO) PERFORM OR CAUSE TO BE
PERFORMED SUCH WORK, AND MAY TAKE SUCH OTHER STEPS AS IT REASONABLY DEEMS
ADVISABLE. BORROWER HEREBY WAIVES, FOR BORROWER, ANY CLAIM, OTHER THAN FOR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, AGAINST LENDER AND ANY RECEIVER ARISING OUT OF
ANY ACT OR OMISSION OF LENDER OR SUCH RECEIVER PURSUANT TO THIS PARAGRAPH (C),
AND LENDER MAY APPLY ALL OR ANY PORTION OF THE INSURANCE PROCEEDS (WITHOUT THE
NEED TO FULFILL ANY OTHER REQUIREMENTS OF THIS SECTION 3.04) TO REIMBURSE LENDER
AND SUCH RECEIVER, FOR ALL COSTS NOT REIMBURSED TO LENDER OR SUCH RECEIVER UPON
DEMAND TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE FROM THE DATE SUCH
AMOUNTS ARE ADVANCED UNTIL THE SAME ARE PAID TO LENDER OR THE RECEIVER.
(D)
EXCEPT AS PROVIDED IN SECTION 3.04(A)(II) ABOVE, BORROWER HEREBY
IRREVOCABLY APPOINTS LENDER AS ITS ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST,
TO COLLECT AND RECEIVE ANY INSURANCE PROCEEDS PAID WITH RESPECT TO ANY PORTION
OF THE PROJECTS OR THE INSURANCE POLICIES REQUIRED TO BE MAINTAINED HEREUNDER,
AND TO ENDORSE ANY CHECKS, DRAFTS OR OTHER INSTRUMENTS REPRESENTING ANY
INSURANCE PROCEEDS WHETHER PAYABLE BY REASON OF LOSS THEREUNDER OR OTHERWISE.
Section 3.05
Compliance with Insurance Requirements. Borrower promptly
shall comply with, and shall cause the Projects to comply with, all Insurance
Requirements, even if such compliance requires structural changes or
improvements or would result in interference with the use or enjoyment of any of
the Projects or any portion thereof provided a Borrower shall have a right to
contest in good faith and with diligence such Insurance Requirements provided
(a) no Event of Default shall exist during such contest and such contest shall
not subject any of the Projects or any portion thereof to any lien or affect the
priority