COMPLETION OF AND THE TIMING OF DISBURSEMENTS OF INCREMENTAL AMOUNT OF VARIOUS
SUBCATEGORIES OF THE PROJECT BUDGET, ALL IN SUCH FORM AND CONTAINING SUCH
DETAILS AS AGENT MAY REQUIRE IN ITS REASONABLE DISCRETION.
(C)
BUDGET ADJUSTMENTS.
NO ADJUSTMENTS IN THE PROJECT BUDGET SHALL BE
DEEMED TO BE APPROVED WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, NOT TO BE
UNREASONABLY WITHHELD, EXCEPT TO THE EXTENT EXPRESSLY PERMITTED HEREUNDER.
(D)
INSPECTION OF PROJECT AND BOOKS AND RECORDS.
(I)
BORROWER AGREES TO PERMIT AGENT AND CONSTRUCTION CONSULTANT, OR
DESIGNATED REPRESENTATIVES OF ANY OF THEM, TO ENTER UPON THE PROPERTY, AT ANY
REASONABLE TIMES DURING BUSINESS HOURS ON REASONABLE NOTICE AND WITHOUT MATERIAL
INTERFERENCE WITH THE CONSTRUCTION OF THE PROJECT, WITH FREE ACCESS TO INSPECT
OR EXAMINE OR, TO THE EXTENT NOT LOCATED ON THE PROPERTY, TO OTHERWISE MAKE
AVAILABLE TO AGENT AND CONSTRUCTION CONSULTANT THE FOLLOWING:
(A) all materials and shop drawings pertaining to the construction of the
Project;
(B) any contracts, bills of sale, statements, receipts or vouchers pertaining to
the construction of the Project;
(C) all work done, labor performed or materials furnished in and about the
Project, including, without limitation, in connection with the construction of
the Project;
61
(D) all books, contracts and records of Borrower or its Affiliates pertaining to
the construction of the Project; and
(E) any other documents which are related to the construction of the Project.
(II)
BORROWER PROMPTLY WILL PROVIDE AGENT OR CONSTRUCTION CONSULTANT
WITH COPIES OF ANY OF THE ITEMS SET FORTH IN CLAUSE (D) ABOVE AS AGENT OR
CONSTRUCTION CONSULTANT, AS THE CASE MAY BE, MAY FROM TIME TO TIME REASONABLY
REQUEST.
BORROWER WILL MAKE ITS REPRESENTATIVES AVAILABLE TO DISCUSS BORROWER'S
AFFAIRS, FINANCES AND ACCOUNTS RELATING TO THE CONSTRUCTION OF THE PROJECT, AND
BORROWER WILL REASONABLY COOPERATE, AND TAKE ALL REASONABLE STEPS TO CAUSE ANY
ARCHITECT, ANY ENGINEER, ANY GENERAL CONTRACTOR, IF ANY, AND ANY MAJOR TRADE
CONTRACTORS, IN EACH CASE FOR THE PROJECT, TO COOPERATE WITH AGENT AND
CONSTRUCTION CONSULTANT, OR ANY OF THEIR DESIGNATED REPRESENTATIVES, TO ENABLE
SUCH PERSON TO PERFORM ITS FUNCTIONS UNDER THIS AGREEMENT.
(E)
CORRECTION OF WORK.
BORROWER WILL, PROMPTLY AFTER NOTICE FROM
AGENT, CORRECT ANY MATERIAL DEFECT IN THE PROJECT OR ANY MATERIAL DEPARTURE FROM
THE PLANS AND SPECIFICATIONS THEREOF.
BORROWER AGREES THAT THE MAKING OF ANY
ADVANCE SHALL NOT CONSTITUTE A WAIVER OF AGENT'S RIGHT TO REQUIRE COMPLIANCE
WITH THIS SECTION 5.10 WITH RESPECT TO ANY SUCH DEFECTS OR DEPARTURES FROM THE
PLANS AND SPECIFICATIONS.
BORROWER AGREES THAT AGENT'S FAILURE TO DELIVER SUCH
A NOTICE SHALL NOT CONSTITUTE A WAIVER BY AGENT OF ANY OF THE OBLIGATIONS OF
BORROWER HEREUNDER.
AGENT AGREES TO ACT IN GOOD FAITH AND IN A COMMERCIALLY
REASONABLE MANNER IN REQUIRING THE CORRECTION OF WORK PURSUANT TO THIS SECTION
5.10(E).
(F)
REQUIRED NOTICES.
(I)
BORROWER SHALL GIVE NOTICE TO AGENT PROMPTLY UPON THE OCCURRENCE
OF:
(A) any cessation of construction of the Project (after it has commenced) for a
period in excess of five (5) consecutive calendar days;
(B) Borrower