PURSUANT TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS OR PURSUANT TO LAW OR EQUITY, AND WITHOUT LIMITATION
THEREOF, (I) SO LONG AS AN EVENT OF DEFAULT SHALL EXIST, AGENT AND LENDERS MAY
DECLINE TO MAKE ALL OR ANY PORTION OF SUCH FURTHER ADVANCES AS AGENT AND LENDERS
MAY ELECT AND/OR (II) SO LONG AS AN EVENT OF DEFAULT SHALL EXIST, ANY OR ALL
OBLIGATIONS OF AGENT AND LENDERS UNDER THIS AGREEMENT, AT THE OPTION OF AGENT
AND LENDERS, SHALL CEASE AND TERMINATE; PROVIDED, HOWEVER, AGENT AND LENDERS MAY
MAKE ALL OR ANY PORTION OF ANY ADVANCE SO LONG AS ANY SUCH EVENT OF DEFAULT
SHALL EXIST WITHOUT THEREBY BECOMING OBLIGATED TO MAKE ALL OR A PORTION OF ANY
OTHER OR FURTHER ADVANCE OR WAIVING AGENT AND LENDERS' RIGHT TO EXERCISE ANY OF
AGENT AND LENDERS' RIGHTS AND REMEDIES PURSUANT TO ANY ONE OR MORE OF THE LOAN
DOCUMENTS OR AS MAY BE AVAILABLE AT LAW OR EQUITY.
(II)
RIGHT TO COMPLETE.
IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES
WHICH AGENT MAY HAVE UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR
PURSUANT TO LAW OR EQUITY, AND WITHOUT LIMITATION THEREOF (BUT SUBJECT TO
APPLICABLE LAW AND REGULATION), AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT AND
UPON ACCELERATION OF THE TERM LOAN, AGENT MAY ENTER UPON THE PROPERTY AND INTO
POSSESSION OF THE PROPERTY AND ANY OTHER PROPERTY (AND EXCLUDE BORROWER AND ANY
OTHER PERSONS THEREFROM) AND CAUSE COMPLETION OF THE CONSTRUCTION OF THE PROJECT
SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, WITH SUCH CHANGES
THEREIN AS AGENT MAY FROM TIME TO TIME DEEM APPROPRIATE, ALL AT THE SOLE RISK,
COST AND EXPENSE OF BORROWER.
AGENT SHALL HAVE THE RIGHT, AT ANY AND ALL TIMES,
IN ITS SOLE DISCRETION TO DISCONTINUE ANY WORK COMMENCED BY AGENT WITH RESPECT
TO THE CONSTRUCTION OF THE PROJECT OR TO CHANGE ANY COURSE OF ACTION UNDERTAKEN
BY IT AND SHALL NOT BE BOUND BY ANY LIMITATIONS OR REQUIREMENTS OF TIME WHETHER
SET FORTH HEREIN OR OTHERWISE.
UPON ACCELERATION OF THE TERM LOAN, AGENT SHALL
HAVE THE RIGHT AND POWER (BUT SHALL NOT BE OBLIGATED) TO ASSUME ALL OR ANY
PORTION OF THE OBLIGATIONS OF BORROWER UNDER ANY OR ALL PROJECT DOCUMENTS AS
AGENT MAY ELECT AND TO TAKE OVER AND USE ALL OR ANY PART OR PARTS OF THE LABOR,
MATERIALS, SUPPLIES AND EQUIPMENT CONTRACTED FOR BY OR ON BEHALF OF BORROWER,
WHETHER OR NOT PREVIOUSLY INCORPORATED INTO THE PROPERTY.
IN CONNECTION WITH
ANY PORTION OF THE CONSTRUCTION OF THE PROJECT UNDERTAKEN BY AGENT PURSUANT TO
THE PROVISIONS OF THIS SECTION 8.4, AGENT MAY DO ANY OR ALL OF THE FOLLOWING AS
AGENT, IN ITS SOLE DISCRETION, MAY ELECT:
(A)
engage builders, general contractors, general and trade
contractors, suppliers, architects, engineers, inspectors and others for the
purpose of furnishing labor, materials, equipment and fixtures in connection
with the construction of the Project;
(B)
amend, modify or terminate any then existing contracts between
Borrower and any of the persons described in the