AND OTHER
IMPROVEMENTS COMPLETED ON SUCH REAL PROPERTY AND DEMONSTRATES COMPLIANCE WITH
ALL APPLICABLE SETBACK REQUIREMENTS; (B) DEMONSTRATES THAT SUCH PROJECT IS
ENTIRELY WITHIN THE EXTERIOR BOUNDARIES OF SUCH REAL PROPERTY AND ANY BUILDING
RESTRICTION LINES AND DOES NOT ENCROACH UPON ANY EASEMENTS OR RIGHTS-OF-WAY; AND
(C) CONTAINS SUCH OTHER INFORMATION AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST;
(V)
WITHIN 60 DAYS AFTER COMPLETION DATE RELATING TO SUCH PROJECT, BORROWER
SHALL OR SHALL CAUSE THE APPLICABLE LOAN PARTY TO DELIVER TO THE COLLATERAL
AGENT A TITLE INSURANCE BRING DOWN AND ENDORSEMENTS TO THE TITLE INSURANCE
POLICY INSURING THE MORTGAGED PROPERTY UPON WHICH SUCH PROJECT WAS CONSTRUCTED
(1) INCREASING THE POLICY
110
AMOUNT TO AN AMOUNT NOT LESS THAN 115% OF THE FAIR MARKET VALUE OF SUCH
MORTGAGED PROPERTY AND FIXTURES THEREON TAKING INTO CONSIDERATION THE
IMPROVEMENTS CONSTRUCTED THEREON IN CONNECTION WITH SUCH PROJECT AND
(2) OTHERWISE AMENDING SUCH TITLE INSURANCE POLICY SO THAT THE REQUIREMENTS OF
SECTION 4.01(O)(III) ARE MET; IT BEING UNDERSTOOD THAT (A) SUCH POLICY SHALL BE
FREE AND CLEAR OF ALL MECHANICS, MATERIALMEN OR OTHER SIMILAR LIENS AND
(B) SUBJECT TO (VI) BELOW, BORROWER SHALL OR SHALL CAUSE THE APPLICABLE LOAN
PARTY TO DELIVER ALL LIEN WAIVERS FROM THE CONTRACTORS AND SUBCONTRACTORS
RELATING TO SUCH PROJECT AS SHALL BE REASONABLY REQUESTED BY THE COLLATERAL
AGENT OR THE TITLE INSURANCE COMPANY TO RELEASE ANY SUCH LIENS;
(VI)
PAY AND DISCHARGE ALL CLAIMS AND LIENS FOR LABOR DONE AND MATERIALS AND
SERVICES FURNISHED IN CONNECTION WITH THE CONSTRUCTION OF SUCH PROJECT. BORROWER
OR THE APPLICABLE LOAN PARTY WILL HAVE THE RIGHT TO CONTEST IN GOOD FAITH ANY
CLAIM OR LIEN, PROVIDED THAT IT DOES SO DILIGENTLY AND WITHOUT PREJUDICE TO THE
COLLATERAL AGENT OR THE ABILITY TO OBTAIN TITLE INSURANCE IN THE MANNER REQUIRED
BY THIS AGREEMENT. UPON THE COLLATERAL AGENT'S REASONABLE REQUEST, BORROWER WILL
PROMPTLY PROVIDE A BOND, CASH DEPOSIT, OR OTHER SECURITY REASONABLY SATISFACTORY
TO THE COLLATERAL AGENT TO PROTECT THE COLLATERAL AGENT'S INTEREST AND SECURITY
SHOULD THE CONTEST BE UNSUCCESSFUL;
(VII)
NOT PURCHASE ANY MATERIALS, EQUIPMENT, FIXTURES, OR ARTICLES OF PERSONAL
PROPERTY PLACED IN SUCH PROJECT PRIOR TO THE COMPLETION DATE UNDER ANY SECURITY
AGREEMENT OR OTHER AGREEMENT WHERE THE SELLER RESERVES OR PURPORTS TO RESERVE
TITLE OR THE RIGHT OF REMOVAL OR REPOSSESSION, OR THE RIGHT TO CONSIDER THEM
PERSONAL PROPERTY AFTER THEIR INCORPORATION IN THE WORK OF CONSTRUCTION, UNLESS
AUTHORIZED BY THE ADMINISTRATIVE AGENT IN WRITING;
(VIII)
WITHIN 30 DAYS AFTER THE COMPLETION DATE, OBTAIN AND DELIVER TO THE
ADMINISTRATIVE AGENT COPIES OF ALL NECESSARY OCCUPANCY CERTIFICATES RELATING TO
SUCH PROJECT; AND
(IX)
CAUSE A BONDING COMPANY TO ISSUE A CONSTRUCTION COMPLETION BOND.
ARTICLE VI
NEGATIVE COVENANTS
Borrower warrants, covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document have been paid in full and all
Letters of