BEEN PREPARED WITHOUT GIVING EFFECT TO SUCH CHANGE, IF REASONABLY
REQUESTED BY THE AGENT;
(VI)
DELIBERATELY OMITTED.
(VII)
DELIBERATELY OMITTED.
(VIII)
FUTURE APPROVALS:
PROMPTLY UPON RECEIPT THEREOF AND AT ANY TIME
UPON REQUEST OF AGENT, COPIES OF ANY WRITTEN ENTITLEMENTS, APPROVALS OR CONSENTS
OBTAINED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES AFTER THE CLOSING DATE IN
CONNECTION WITH THE DEVELOPMENT OF THE PROJECT;
70
(IX)
CASUALTY:
PROMPTLY UPON THE OCCURRENCE OF ANY CASUALTY OR
CONDEMNATION INVOLVING ANY REAL PROPERTY ASSET OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES INVOLVING A LOSS THAT COULD REASONABLY BE EXPECTED TO EXCEED
$100,000, WRITTEN NOTICE WITH SUFFICIENT DETAIL DESCRIBING THE CASUALTY OR
CONDEMNATION AND THE EXTENT TO WHICH ANY LOSSES RESULTING FROM SUCH CASUALTY OR
CONDEMNATION WILL BE COVERED BY INSURANCE OR A CONDEMNATION AWARD, AS THE CASE
MAY BE;
(X)
DELIBERATELY OMITTED.
(XI)
UPDATES TO DEVELOPMENT BUDGET:
TOGETHER WITH EACH DELIVERY OF
FINANCIAL STATEMENTS PURSUANT TO SUBDIVISIONS (II) AND (III) ABOVE, (A) AN
UPDATE TO THE DEVELOPMENT BUDGET PROVIDING A REASONABLY DETAILED LINE ITEM
ACCOUNTING OF WHAT AMOUNTS ON THE DEVELOPMENT BUDGET HAVE BEEN INCURRED AND
ACTUALLY PAID AND (B) A COMPARISON OF SUCH UPDATE TO THE DEVELOPMENT BUDGET IN
EFFECT AS OF THE CLOSING DATE THROUGH THE FISCAL QUARTER ENDING IN JUNE, 2009
AND THE DEVELOPMENT BUDGET IN EFFECT IMMEDIATELY PRIOR TO SUCH UPDATE, PROVIDED
THAT IN THE EVENT OF ANY AMENDMENT, MODIFICATION OR ADJUSTMENT TO THE
DEVELOPMENT BUDGET THAT REFLECTS (X) AN AGGREGATE INCREASE IN THE TOTAL PROJECT
EXPENSES OF MORE THAN THE PERMITTED DEVIATION, (Y) THE PURCHASE OF ADDITIONAL
REAL PROPERTY (WHETHER OR NOT INTENDED TO BE INCORPORATED INTO THE PROJECT) OR
(Z) A MATERIAL CHANGE IN THE NATURE OR SCOPE OF THE PROJECT, THE BORROWER SHALL
DELIVER, TOGETHER WITH SUCH UPDATE, AN EXPLANATION OF THE GOOD FAITH ASSUMPTIONS
ON WHICH SUCH FORECASTS ARE BASED, AND ANY SUCH AMENDMENT MODIFICATION OR
ADJUSTMENT SHALL BE SUBJECT TO THE APPROVAL OF THE AGENT, SUCH APPROVAL NOT TO
BE UNREASONABLY WITHHELD.
(XII)
EVENTS OF DEFAULT, ETC.:
PROMPTLY UPON ANY RESPONSIBLE OFFICER
OF THE BORROWER OBTAINING KNOWLEDGE (A) OF ANY CONDITION OR EVENT THAT
CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT (IT BEING UNDERSTOOD AND AGREED
THAT THE BORROWER SHALL DELIVER THE OFFICER'S CERTIFICATE REQUIRED HEREUNDER
WITHIN 3 DAYS AFTER THE DATE ON WHICH, TO BORROWER'S KNOWLEDGE, SUCH CONDITION
OR EVENT HAS OCCURRED), (B) THAT ANY PERSON HAS GIVEN ANY WRITTEN NOTICE TO THE
BORROWER OR ANY OF ITS SUBSIDIARIES OR TAKEN ANY OTHER ACTION THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR ANY
OF ITS SUBSIDIARIES WITH RESPECT TO A CLAIMED DEFAULT OR EVENT OR CONDITION OF
THE TYPE REFERRED TO IN SECTION 7.6, OR (C) OF THE OCCURRENCE OF ANY EVENT OR
CHANGE THAT HAS CAUSED OR EVIDENCES OR COULD BE REASONABLY EXPECTED TO CAUSE,
EITHER IN ANY CASE OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AN OFFICER'S
CERTIFICATE SPECIFYING THE NATURE AND PERIOD OF EXISTENCE OF SUCH CONDITION,
EVENT OR