Agenda - Council - 09/27/2011 - Special

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Section 4.3 Forms of Draw Request, etc. The form of Draw Request, the Inspecting Architect's certificate, the General Contractor's certificate, mechanic's lien waivers, certificates, and any and all other instruments or documents required to be delivered in connection with an advance hereunder shall be in form and substance satisfactory to the HRA in the HRA's reasonable discretion. Section 4.4 Sufficiency of Loans. It is expressly understood and agreed that the HRA assumes no liability or responsibility for the sufficiency of the Loans to complete the Project. Section 4.5 Additional Rights and Remedies of HRA. In addition to all other rights and remedies available to the HRA hereunder and under the other Loan Documents, the HRA shall have the following rights: 2695614v12 (a) The HRA may take such steps as it may deem appropriate, at its option, to verify the application of proceeds of the Loans to work done and material furnished for the Project, and to vary the procedures for Advances herein set forth, if the same becomes necessary or desirable to assure the proper application of Advances authorized pursuant hereto, including but not limited to, authorizing Advances directly to the Contractors and corresponding reductions in the amount of Advances to be made to any Contractor or Developer hereunder. The foregoing notwithstanding, in no event shall the HRA be obligated to conduct any such verification or to so vary said procedures. (b) In the event that the HRA shall determine, in its reasonable judgment, that proper documentation to support a given Advance, as required by this Loan Agreement, has not been furnished, it may withhold authorization of all or such portion of such Advance as shall not be so supported by proper documentation, and shall promptly notify the Developer of the discrepancy in or omission of such documentation. Until such time as such discrepancy or omission is corrected to the satisfaction of the HRA, it may withhold such amount. (c) From and after the occurrence of an Event of Default, the HRA reserves the right to authorize Advances which are allocated to any of the designated items in the Construction Cost Statement for such other purposes or in such different proportions as the HRA may, in its reasonable discretion, deem necessary or advisable. Developer may not reallocate items of cost or change the Construction Cost Statement without the consent of the HRA. Section 4.6 Advances to Pay Fees and Costs of Issuance. In lieu of interest on Loan No. 1, the HRA is charging the Developer a $120,000.00 fee for the extension of Loan No. 1 to the Developer. The first Draw Request that the Developer submits to the HRA will be deemed to include a request that the HRA Advance $120,000.00 and will be deemed to direct the HRA to retain the $120,000.00 Advance in full payment of the fee described in this Section 4.6. As set forth in Section 8.6 of the Development Agreement, contemporaneously with the execution of this Loan Agreement and with the parties' execution of this Loan Agreement and Developer's execution of Note No. 2, Developer will be deemed to have authorized the HRA to and the HRA shall make an Advance to itself from the proceeds of Loan No. 2 in an amount A -8