3biii Financing and Loan Agreement

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11 subject to indemnification hereby, nor shall the Borrower have any liability hereunder with respect to any claims or liability that arises from actions that first occur after the Borrower is no longer in possession of the Project. ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES Section 6.1. Events of Default. Each of the following shall be an Event of Default: The Borrower shall fail to observe and perform in all material respects any agreement, term or condition contained in this Agreement or the Development Agreement, and the continuation of such failure for a period of thirty (30) days after notice thereof shall have been given to the Borrower by the City and received by it, or for such longer period as the City may agree to in writing; provided, that if the failure is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the Borrower institutes curative action within the applicable period and diligently pursues that action to completion. The declaration of an Event of Default, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings, and shall be subject in all respects to the rights of Borrower’s senior lenders. To the extent permitted by applicable law, the Borrower hereby unconditionally waives diligence, presentment, protest, notice of dishonor, and notice of default of the payment of any amount at any time payable to the City under or in connection with the Loan except as required herein, including, but not limited to the first paragraph of this Section 6.1. All amounts payable under the Loan and the Note are payable with reasonable attorney fees and costs of collection and without relief from valuation and appraisement laws. Section 6.2. Remedies on Default. Whenever an Event of Default shall have happened and be subsisting past the expiration of any notice and cure period, any one or more of the following remedial steps may be taken: (a) The City may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; and (b) The City may pursue all remedies now or hereafter existing at law or in equity, plus recover all actual expenses including reasonable attorney fees as provided in Section 6.4 or to enforce the performance and observance of any other obligation or agreement of the Borrower hereunder. Notwithstanding the foregoing or any other provision in this Agreement, the City shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the City at no cost or expense to the City.