LENDER'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
LENDER MAY, AS A CONDITION TO GIVING ITS
CONSENT TO A MATERIAL ALTERATION, REQUIRE THAT BORROWER DELIVER TO LENDER
SECURITY FOR PAYMENT OF THE COST OF SUCH MATERIAL ALTERATION IN AN AMOUNT EQUAL
TO ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE COST OF THE MATERIAL ALTERATION
AS ESTIMATED BY LENDER.
UPON SUBSTANTIAL COMPLETION OF THE MATERIAL ALTERATION,
BORROWER SHALL PROVIDE EVIDENCE SATISFACTORY TO LENDER THAT (I) THE MATERIAL
ALTERATION WAS CONSTRUCTED IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS AND
SUBSTANTIALLY
38
IN ACCORDANCE WITH PLANS AND SPECIFICATIONS APPROVED BY LENDER (WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), (II) ALL CONTRACTORS,
SUBCONTRACTORS, MATERIALMEN AND PROFESSIONALS WHO PROVIDED WORK, MATERIALS OR
SERVICES IN CONNECTION WITH THE MATERIAL ALTERATION HAVE BEEN PAID IN FULL AND
HAVE DELIVERED UNCONDITIONAL RELEASES OF LIEN AND (III) ALL MATERIAL LICENSES
NECESSARY FOR THE USE, OPERATION AND OCCUPANCY OF THE MATERIAL ALTERATION (OTHER
THAN THOSE WHICH DEPEND ON THE PERFORMANCE OF TENANT IMPROVEMENT WORK) HAVE BEEN
ISSUED.
BORROWER SHALL REIMBURSE LENDER UPON DEMAND FOR ALL OUT-OF-POCKET COSTS
AND EXPENSES (INCLUDING THE REASONABLE FEES OF ANY ARCHITECT, ENGINEER OR OTHER
PROFESSIONAL ENGAGED BY LENDER) INCURRED BY LENDER IN REVIEWING PLANS AND
SPECIFICATIONS OR IN MAKING ANY DETERMINATIONS NECESSARY TO IMPLEMENT THE
PROVISIONS OF THIS SECTION 5.4.2.
5.5
PERFORMANCE OF OTHER AGREEMENTS.
BORROWER SHALL OBSERVE AND
PERFORM EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY BORROWER PURSUANT TO
THE TERMS OF ANY AGREEMENT OR INSTRUMENT AFFECTING OR PERTAINING TO THE
PROPERTY, INCLUDING THE LOAN DOCUMENTS.
5.6
COOPERATE IN LEGAL PROCEEDINGS.
BORROWER SHALL COOPERATE FULLY
WITH LENDER WITH RESPECT TO, AND PERMIT LENDER, AT ITS OPTION, TO PARTICIPATE
IN, ANY PROCEEDINGS BEFORE ANY GOVERNMENTAL AUTHORITY WHICH MAY IN ANY WAY
AFFECT THE RIGHTS OF LENDER UNDER ANY LOAN DOCUMENT.
5.7
FURTHER ASSURANCES.
BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE, (I) EXECUTE AND DELIVER TO LENDER SUCH DOCUMENTS, INSTRUMENTS,
CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER ACTS NECESSARY
OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME
SECURING OR INTENDED TO SECURE THE DEBT AND/OR FOR THE BETTER AND MORE EFFECTIVE
CARRYING OUT OF THE INTENTS AND PURPOSES OF THE LOAN DOCUMENTS, AS LENDER MAY
REASONABLY REQUIRE FROM TIME TO TIME; AND (II) UPON LENDER'S REQUEST THEREFOR
GIVEN FROM TIME TO TIME AFTER THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
PAY FOR (A) REPORTS OF UCC, FEDERAL TAX LIEN, STATE TAX LIEN, JUDGMENT AND
PENDING LITIGATION SEARCHES WITH RESPECT TO BORROWER AND (B) SEARCHES OF TITLE
TO THE PROPERTY, EACH SUCH SEARCH TO BE CONDUCTED BY SEARCH FIRMS REASONABLY
DESIGNATED BY LENDER IN EACH OF THE LOCATIONS REASONABLY DESIGNATED BY LENDER.
5.8
ENVIRONMENTAL MATTERS.
5.8.1
HAZARDOUS SUBSTANCES.
SO LONG AS BORROWER OWNS OR IS IN POSSESSION
OF THE PROPERTY, BORROWER SHALL (I) KEEP THE PROPERTY FREE FROM HAZARDOUS
SUBSTANCES AND IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, (II) PROMPTLY NOTIFY
LENDER IF BORROWER SHALL BECOME AWARE THAT (A)