HAS BEEN AGREED TO) AND (2) QUARTERLY STATEMENTS
SHOWING THE CONTRACTS ENTERED INTO BY ANY BORROWER ENTITY, OR BY GENERAL
CONTRACTOR WITH SUBCONTRACTORS, SUBSEQUENT TO THE CLOSING DATE, WHICH STATEMENTS
SHALL BE CERTIFIED BY BORROWER (AS TO CONTRACTS ENTERED INTO BY BORROWER) OR THE
APPLICABLE MEMBER (AS TO CONTRACTS ENTERED INTO BY SUCH MEMBER) AND DELIVERED TO
AGENT AND CONSTRUCTION CONSULTANT NO LATER THAN TWENTY (20) DAYS AFTER THE LAST
DAY OF EACH CALENDAR MONTH OR CALENDAR QUARTER, AS APPLICABLE.
(B)
TO GRANT (AND TO CAUSE EACH MEMBER TO GRANT) AGENT THE RIGHT TO
CONDUCT AN INDEPENDENT AUDIT OF ANY OF THE ABOVE FINANCIAL INFORMATION AT ITS
OWN EXPENSE AT ANY TIME; PROVIDED, HOWEVER, THAT IF ANY SUCH AUDIT SHALL REVEAL
AN ERROR IN EXCESS OF THREE AND ONE-HALF PERCENT (31/2%), SUCH AUDIT EXPENSE
SHALL BE BORNE SOLELY BY THE BORROWER OR MEMBER WHICH IS BEING AUDITED.
(C)
TO GRANT (AND TO CAUSE EACH MEMBER TO GRANT) AGENT AND ITS
ADVISORS THE RIGHT UPON REASONABLE PRIOR NOTICE DURING REASONABLE BUSINESS HOURS
AT THE PREMISES OR AT BORROWER'S OR SUCH MEMBER'S OFFICE TO EXAMINE THE RECORDS,
BOOKS, MANAGEMENT AND OTHER PAPERS OF BORROWER OR SUCH MEMBER, AS APPLICABLE,
WHICH REFLECT UPON SUCH ENTITY'S FINANCIAL CONDITION, AND AGENT AND ITS ADVISORS
SHALL HAVE THE RIGHT TO MAKE COPIES AND EXTRACTS FROM THE FOREGOING RECORDS AND
OTHER PAPERS.
SECTION 7.17
Compliance with Legal Requirements.
(a)
To comply, and
cause the Mortgaged Property to comply at all times with all Legal Requirements
applicable thereto, including, without limitation, obtaining and complying with
all conditions and requirements of all Governmental Approvals then necessary for
the construction, use, occupancy and operation of the Mortgaged Property or any
portion of the Mortgaged Property or the business thereon, and to preserve and
maintain the same in full force and effect; and to provide Agent with evidence
reasonably satisfactory to Agent that the Mortgaged Property complies with all
Legal Requirements applicable thereto.
Without limiting the foregoing, Borrower
shall strictly comply (and shall cause each Member to comply) to the extent
applicable with the requirements of the Americans with Disabilities Act of 1990,
all state and local laws and ordinances related to handicapped access and all
rules, regulations, and orders issued pursuant thereto including, without
limitation, the Americans with Disabilities Act Accessibility Guidelines for
Buildings and Facilities.
(B)
BORROWER OR THE APPLICABLE MEMBER WILL HAVE THE RIGHT TO CONTEST
THE VALIDITY OR APPLICATION OF ANY OF THE LEGAL REQUIREMENTS AFFECTING THE
MORTGAGED PROPERTY BY APPROPRIATE LEGAL PROCEEDINGS, SO LONG AS:
(1) SUCH LEGAL
90
PROCEEDINGS SHALL BE PROSECUTED WITH DILIGENCE BY BORROWER (OR SUCH MEMBER) AND
SHALL OPERATE TO PREVENT ANY TAKING OR CLOSING OR SHUTTING DOWN OF THE PREMISES
OR ANY PORTION THEREOF BY ANY GOVERNMENTAL AUTHORITY, AND SHALL HAVE THE EFFECT
OF STAYING ANY TYPE OF SALE OR FORFEITURE OF THE PREMISES, (2) BORROWER (OR SUCH
MEMBER) SHALL HAVE DEPOSITED WITH OR DELIVERED TO AGENT, AS APPLICABLE, CASH
COLLATERAL, A BOND OR SUCH OTHER SECURITY REASONABLY SATISFACTORY TO