obtaining knowledge of any actual or threatened litigation,
investigation or legal proceeding (including without limitation, a motion where
injunctive or similar relief is sought) affecting the Project;
(C) any actual or threatened litigation or action of a Governmental Authority of
which Borrower has knowledge concerning the actual or alleged presence, release,
threat of release, placement on or in, or the generation, transportation,
storage, treatment or disposal at, the Property and/or the Project of any
Hazardous Material;
(D) any notice given pursuant to any Project Document alleging that there has
occurred a default or other failure by Borrower in the fulfillment of Borrower's
obligations thereunder; and
(E) any condition which results in any delay in the Project which could result
in Substantial Completion occurring after the date therefor set forth in the
Construction Schedule, or in any further delay beyond any delays of which Agent
has been previously notified.
(II)
EACH NOTICE PURSUANT TO THIS SECTION 5.10(F) SHALL BE ACCOMPANIED
BY A STATEMENT OF BORROWER SETTING FORTH DETAILS OF THE OCCURRENCE REFERRED TO
THEREIN AND STATING WHAT ACTION
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BORROWER PROPOSES TO TAKE WITH RESPECT THERETO, IN EACH CASE IN SUCH DETAIL AS
AGENT MAY REASONABLY REQUIRE.
(G)
NO ENCROACHMENTS.
BORROWER SHALL CAUSE THE PROJECT TO BE
CONSTRUCTED ENTIRELY WITHIN THE PERIMETER OF THE PROPERTY AND SO AS NOT TO
ENCROACH UPON OR OVERHANG ANY EASEMENT OR RIGHT-OF-WAY OR ANY LAND OF OTHERS,
AND WHEN ERECTED SHALL BE WHOLLY WITHIN ANY APPLICABLE BUILDING RESTRICTION
LINES, HOWEVER ESTABLISHED.
(H)
COMPLIANCE WITH CONSTRUCTION DOCUMENTS.
BORROWER SHALL ABIDE BY,
PERFORM AND COMPLY WITH ALL OF BORROWER'S OBLIGATIONS UNDER EACH OF THE PROJECT
DOCUMENTS FOR THE PROJECT AND BORROWER, AT ITS SOLE COST AND EXPENSE, SHALL USE
ALL COMMERCIALLY REASONABLE EFFORTS TO SECURE OR ENFORCE THE PERFORMANCE OF EACH
AND EVERY MATERIAL OBLIGATION, COVENANT, CONDITION AND AGREEMENT TO BE PERFORMED
BY THE OTHER PARTIES UNDER ANY SUCH DOCUMENTS.
(I)
CHANGES IN AGREEMENTS.
EXCEPT TO THE EXTENT OTHERWISE PERMITTED
HEREIN, BORROWER WILL NOT SURRENDER, TERMINATE, CANCEL, MODIFY, AMEND, ENTER
INTO ANY SUCH AGREEMENT OR ANY AGREEMENT IN SUBSTITUTION FOR, OR CONSENT TO THE
ASSIGNMENT OF ANY ARCHITECT AGREEMENT, ANY DEVELOPER CONSULTANT AGREEMENT, ANY
ENGINEER AGREEMENT, ANY CONSTRUCTION MANAGEMENT AGREEMENTS OR ANY GENERAL
CONTRACTOR AGREEMENT (OTHER THAN A CHANGE TO EXISTING AGREEMENTS THERETO WHICH
WOULD NOT CONSTITUTE A MATERIAL CHANGE ORDER), WITHOUT AGENT'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
AGENT SHALL PROMPTLY
REVIEW ALL DOCUMENTS SO SUBMITTED, AND GRANT OR DENY ITS CONSENT WITHIN TEN (10)
BUSINESS DAYS OF BORROWER'S REQUEST THEREFOR; PROVIDED THAT THE REQUEST IS
ACCOMPANIED BY A NOTICE, WHICH PROVIDES IN UPPER CASE BOLD-FACED TYPE:
"THIS IS
A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL AGREEMENT.
IF AGENT FAILS
TO RESPOND WITHIN 10 BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, THE
REQUESTED ACTION WITH RESPECT TO THE MATERIAL AGREEMENT WILL BE DEEMED
APPROVED", AND IF AGENT DOES NOT RESPOND DURING SUCH TEN (10) BUSINESS DAY
PERIOD, IT SHALL BE DEEMED TO HAVE APPROVED SUCH REQUEST, ACTION