Borrower's control, or accessible through the Asset Manager; and
(iv)
any other documents which are related to the
construction of the Tenant Improvements, to the extent in Borrower's possession
or accessible through the Asset Manager.
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To the extent not located on such Property, Borrower shall make the materials
referred to in clauses (i), (ii) and (iv) available to Agent at the offices of
the Asset Manager or the applicable Property Sub-Manager or otherwise in New
York, New York.
(B)
BORROWER, AT ITS EXPENSE, PROMPTLY WILL
PROVIDE AGENT AND ITS CONSULTANTS WITH COPIES OF ANY OF THE DRAWINGS AND OTHER
MATERIALS REFERRED TO IN CLAUSES (I), (II) AND (IV) OF SECTION 8.3(A) HEREOF AS
AGENT AND SUCH CONSULTANTS MAY FROM TIME TO TIME REASONABLY REQUEST.
BORROWER
WILL MAKE ITS REPRESENTATIVES AVAILABLE TO MEET WITH AGENT OR SUCH CONSULTANTS
OR ANY DESIGNATED REPRESENTATIVE OF EITHER UPON REASONABLE NOTICE AT THE
APPLICABLE PROPERTY OR IN NEW YORK, NEW YORK, TO DISCUSS BORROWER'S AFFAIRS,
FINANCES AND ACCOUNTS RELATING TO THE CONSTRUCTION OF THE TENANT IMPROVEMENTS,
AND BORROWER, WILL REASONABLY COOPERATE, AND TAKE ALL REASONABLE STEPS TO CAUSE
ALL OF BORROWER'S CONTRACTORS TO COOPERATE WITH AGENT OR ANY DESIGNATED
REPRESENTATIVE OF EITHER WITH RESPECT TO THE FOREGOING.
(C)
AGENT SHALL HAVE NO DUTY TO MAKE ANY
INSPECTION NOR SHALL AGENT INCUR ANY LIABILITY OR OBLIGATION FOR NOT MAKING ANY
SUCH INSPECTION OR, ONCE HAVING UNDERTAKEN ANY SUCH INSPECTION, FOR MAKING THE
INSPECTION, NOT MAKING THE SAME CAREFULLY OR PROPERLY, OR FOR NOT COMPLETING THE
SAME; NOR SHALL THE FACT THAT SUCH INSPECTION MAY NOT HAVE BEEN MADE BY AGENT
RELIEVE BORROWER OF ANY OBLIGATIONS THAT IT MAY OTHERWISE HAVE UNDER THE LOAN
DOCUMENTS.
AGENT SHALL NOT HINDER AND SHALL TAKE REASONABLE STEPS NOT TO
INTERFERE AND TO ADVISE ITS AGENTS AND REPRESENTATIVES NOT TO INTERFERE WITH
ONGOING OPERATIONS AND/OR CONSTRUCTION ACTIVITY AT ANY PROPERTY.
(D)
BORROWER SHALL AT ALL TIMES KEEP OR CAUSE TO
BE KEPT REASONABLY COMPLETE AND ACCURATE BOOKS, RECORDS AND ACCOUNTS OF ITS
MATERIAL TRANSACTIONS.
AT BORROWER'S EXPENSE, BORROWER SHALL PERMIT ANY
REPRESENTATIVE OF AGENT, AT ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS
UPON REASONABLE NOTICE, TO EXAMINE AND COPY THE BOOKS AND RECORDS OF BORROWER,
AND ALL CONTRACTS, STATEMENTS, INVOICES, BILLS, AND CLAIMS FOR LABOR, MATERIALS,
AND SERVICES SUPPLIED TO BORROWER, OR OTHERWISE IN BORROWER'S POSSESSION OR
ACCESS THEM THROUGH THE ASSET MANAGER FOR THE CONSTRUCTION, RECONSTRUCTION,
MAINTENANCE, OPERATION AND REPAIR OF ANY PROPERTY.
SECTION 8.4.
Compliance with Legal, Insurance and Contractual
Requirements.
(A)
SUBJECT TO BORROWER'S RIGHT TO CONTEST AS
SET FORTH IN SECTION 8.8 HEREOF, BORROWER, AT ITS SOLE COST AND EXPENSE, SHALL
COMPLY IN ALL MATERIAL RESPECTS AND CAUSE COMPLIANCE OF THE PROPERTIES IN ALL
MATERIAL RESPECTS AND THE CONSTRUCTION, USE, OCCUPANCY, POSSESSION, OPERATION,
MANAGEMENT, MAINTENANCE AND OWNERSHIP THEREOF, WITH ALL LEGAL REQUIREMENTS AND
ALL INSURANCE REQUIREMENTS, WHETHER OR NOT COMPLIANCE THEREWITH SHALL REQUIRE
CHANGES IN, OR INTERFERE WITH THE USE AND ENJOYMENT OF, THE PROPERTIES OR ANY
PART THEREOF.
BORROWER SHALL PRESERVE AND MAINTAIN ALL