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 BUILDING 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 PROJECT 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
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PARTS OF ADVANCES THEREAFTER WITHOUT THEREBY WAIVING THE RIGHT TO DEMAND PAYMENT
OF THE PROJECT LOAN NOTES, WITHOUT BECOMING LIABLE TO MAKE ANY OTHER OR FURTHER
ADVANCES, AND WITHOUT AFFECTING THE VALIDITY OF OR ENFORCEABILITY OF THE PROJECT
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 PROJECT LOAN DOCUMENT TO THE
CONTRARY NOTWITHSTANDING), AND AGENT MAY ENFORCE OR AVAIL ITSELF OF ANY OR ALL
RIGHTS OR REMEDIES PROVIDED IN THE PROJECT 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 THAT AGENT MAY, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE).
IN CONNECTION WITH ANY CONSTRUCTION OF THE PROJECT UNDERTAKEN BY 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
PROJECT LOAN AND/OR THE BUILDING LOAN;
(2)
EMPLOY EXISTING