06-20-2022 Council Packet - Laserfiche WebLink

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73850847v2 8 times to inspect, examine and copy all books and records of Borrower relating to the Project and to inspect all work done, labor performed and material furnished in or about the Project. Notwithstanding the foregoing, Borrower shall be responsible for making inspections to the Project during the course of construction and shall determine to its own satisfaction that the work done or materials supplied by all contractors have been properly supplied in accordance with the applicable contract. Borrower will hold the Lender harmless and the Lender shall have and has no liability or obligation of any kind to Borrower or creditors of Borrower, in connection with any defective, improper or inadequate workmanship or material brought in or related to the Project, or any mechanic's liens arising as a result of such workmanship or materials. Section 4.10. Prohibition Against Transfer of Project and Assignment of Agreement. The Borrower represents and agrees that prior to the expiration or earlier termination of this Agreement the Borrower shall not assign this Agreement or transfer the Project or any part thereof or any interest therein without the full repayment of the TIF Loan and the prior written approval of the City, except in the following cases: (i) a lease to a tenant of the Project in the ordinary course of business, or (ii) transfers of limited partnership interests in the Borrower pursuant to Borrower's partnership agreement, or (iii) the replacement of the General Partner or Borrower pursuant to Borrower's partnership agreement, provided that Borrower agrees to notify the Lend er of any proposed replacement General Partner prior to replacement, and, upon replacement, shall notify the Lender of the name and contact information of the replacement General Partner with reasonable promptness, or (iv) transfers to Affiliates of the Borrower. Section 4.11. Taxes and Assessments. Borrower shall pay and discharge, when due, all taxes, assessments and other government charges upon the Project, as well as claims for labor and materials which, if unpaid, might by law become a lien or charge upon the Project; provided, that any such taxes, assessments, charges or claims need not be paid so long as Borrower is contesting such payment in good faith by appropriate proceedings which avoid foreclosure of liens securing such items. Borrower and the Lender agree that, notwithstanding the foregoing, special assessments on the Premises arising out of improvements made thereon in connection with the development of the same will be paid by Borrower in annual installments and will be permitted encumbrances so long as the same are not delinquent. Section 4.12. Expenses of the Project. Borrower shall pay the following costs and expenses in connection with the Project: all hazard and liability insurance premiums, title insurance premiums and servicing fees, bond premiums, recording and filing fees, mortgage registration taxes and the fees and disbursements of counsel for the Lender in the exercise of any right or remedy available to it under this Agreement or otherwise by law or equity. Section 4.13. Evidence of Insurance. Borrower shall at all times maintain in effect and furnish the Lender with policies of and proof of payment of premiums on the insurance policies as described in the Borrower Loan Agreement. Section 4.14. Commencement and Completion of Construction. Borrower shall commence construction of the Project by the Construction Start Date, and shall diligently prosecute completion of the Project by the Completion Date, subject to Unavoidable Delays.