UPON REASONABLE
ADVANCE WRITTEN NOTICE TO BORROWERS.
ANY INDEPENDENT AUDIT CONDUCTED HEREUNDER
SHALL BE AT LENDER'S EXPENSE UNLESS SUCH AUDIT SHALL UNCOVER A MATERIAL ERROR IN
STATEMENTS PREVIOUSLY DELIVERED TO LENDER, IN WHICH CASE BORROWERS SHALL PAY ALL
REASONABLE COSTS RELATED THERETO.
LENDER HEREBY AGREES TO KEEP, AND TO USE
REASONABLE EFFORTS TO CAUSE ITS EMPLOYEES AND CONSULTANTS TO KEEP, ANY
INFORMATION ACQUIRED HEREBY CONFIDENTIAL UNLESS ALREADY KNOWN TO THE GENERAL
PUBLIC OR AS REQUIRED BY LAW.
128
(L)
FINANCING PUBLICITY.
BORROWERS SHALL
PERMIT LENDER TO OBTAIN PUBLICITY IN CONNECTION WITH THE CONSTRUCTION OF THE
PROJECT THROUGH PRESS RELEASES AND PARTICIPATION IN SUCH EVENTS AS
GROUND-BREAKING AND OPENING CEREMONIES, AND TO GIVE LENDER AMPLE ADVANCE NOTICE
OF SUCH EVENTS AND TO GIVE LENDER SUCH ASSISTANCE AS IS REASONABLE IN CONNECTION
WITH OBTAINING SUCH PUBLICITY AS LENDER MAY REASONABLY REQUEST.
(M)
DEFAULT NOTICE OR NOTICE OF LIEN.
BORROWERS
SHALL NOTIFY LENDER PROMPTLY, AND IN WRITING, IF ANY BORROWER RECEIVES ANY
WRITTEN DEFAULT NOTICE OR NOTICE OF LIEN FROM ANY TRADE CONTRACTOR.
(N)
FURTHER ASSURANCE OF TITLE.
IF AT ANY TIME
LENDER HAS REASON TO BELIEVE IN ITS REASONABLE OPINION THAT ANY CONSTRUCTION
LOAN ADVANCE IS NOT SECURED OR WILL OR MAY NOT BE SECURED BY THE MORTGAGE AS A
LIEN ON THE PROPERTIES (SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES), THEN
BORROWERS SHALL, WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE FROM LENDER, DO ALL
THINGS AND MATTERS NECESSARY (INCLUDING EXECUTION AND DELIVERY TO LENDER OF ALL
FURTHER DOCUMENTS AND PERFORMANCE OF ALL OTHER ACTS WHICH LENDER REASONABLY
DEEMS NECESSARY OR APPROPRIATE) TO ASSURE TO THE REASONABLE SATISFACTION OF
LENDER THAT ANY CONSTRUCTION LOAN ADVANCES PREVIOUSLY MADE HEREUNDER OR TO BE
MADE HEREUNDER ARE SECURED OR WILL BE SECURED BY THE MORTGAGE (SUBJECT ONLY TO
THE PERMITTED ENCUMBRANCES).
LENDER, AT LENDER'S OPTION, MAY DECLINE TO MAKE
FURTHER CONSTRUCTION LOAN ADVANCES HEREUNDER UNTIL LENDER HAS RECEIVED SUCH
ASSURANCE.
Section 3.17
Pre-Construction Advances.
3.17.1
CONDITIONS TO PRE-CONSTRUCTION ADVANCES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, UPON THE REQUEST OF
BORROWERS FROM TIME TO TIME, LENDER SHALL MAKE ADVANCES TO BORROWERS OF THE
CONSTRUCTION LOAN TO FUND PRE-CONSTRUCTION COSTS AND EXPENSES RELATING TO THE
PROJECT (EACH, A "PRE-CONSTRUCTION ADVANCE"), SUBJECT TO THE SATISFACTION OF THE
FOLLOWING CONDITIONS WITH RESPECT TO EACH SUCH PRE-CONSTRUCTION ADVANCE:
(A)
SUCH PRE-CONSTRUCTION ADVANCE IS FOR
PRE-CONSTRUCTION COSTS OR EXPENSES (I) CONTEMPLATED BY THE PRE-CONSTRUCTION
BUDGET UNTIL THE LOAN BUDGET IS APPROVED BY LENDER IN ACCORDANCE WITH THE TERMS
HEREOF, (II) CONTEMPLATED BY THE LOAN BUDGET AT ANY TIME AFTER APPROVAL OF THE
LOAN BUDGET BY LENDER IN ACCORDANCE WITH THE TERMS HEREOF, OR (III) OTHERWISE
APPROVED BY LENDER IN ITS REASONABLE DISCRETION (ANY OF THE FOREGOING, "APPROVED
PRE-CONSTRUCTION EXPENSES");
(B)
PRIOR TO COMMENCING ANY PRE-CONSTRUCTION
WORK THAT CONSISTS OF CONSTRUCTING OR DEMOLISHING ANY IMPROVEMENTS
("PRE-CONSTRUCTION WORK"), (I) LENDER SHALL HAVE APPROVED, WHICH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD, (A) THE ARCHITECT AND THE ARCHITECT'S CONTRACT,
(B) THE CONSTRUCTION MANAGER AND THE CONSTRUCTION MANAGEMENT AGREEMENT, TO THE
EXTENT