Common use of Construction Covenants Clause in Contracts

Construction Covenants. In addition to the covenants of the Borrower otherwise set forth in this Agreement, the Borrower hereby agrees that, so long as any part of the Obligations is outstanding, unless compliance shall have been waived in writing by Lender, the Borrower shall at all times comply with the following covenants: (a) The Borrower will (i) commence construction of the Improvements not later than five (5) days following the Closing Date; (ii) cause the construction of the Improvements to be prosecuted with diligence and continuity in accordance with the Plans and Specifications; (iii) promptly correct or cause to be corrected any defect in the Improvements, any material departure in the construction of the Improvements from the Plans and Specifications, and governmental requirements or any encroachment by any part of the Improvements or any other structure located on the Property on any building line, easement, property line or restricted area; (iv) guarantee to Lender that the Improvements will be completed in good and workmanlike manner in accordance with the Plans and Specifications; (v) promptly notify Lender of any lien filed by the Contractor, any subcontractor, supplier or laborer or of Borrower's knowledge that the Contractor or any subcontractor has failed to pay amounts due following the funding of any Advance for the payment of same; and (vi) complete the construction of the Improvements in accordance with the Plans and Specifications on or before the Completion Date. Borrower may request an extension of the Completion Date equal to the number of days resulting from any Unavoidable Delay in the Construction, but under no circumstances more than thirty (30) days, and Lender will grant such extension if the following conditions have been satisfied: (a) Borrower shall have given notice of the Unavoidable Delay to Lender within ten (10) days after learning of the event resulting in such delay; and (b) after giving effect to the consequences of the Unavoidable Delay, there shall be no Deficiency, as determined by Lender in its reasonable discretion. (b) The Borrower will not (i) cause or permit any changes in the Plans and Specifications affecting the Improvements in excess of $25,000.00 singularly or in excess of $100,000.00 in the aggregate, except pursuant to a change order approved in writing by Lender and Lender's Inspector or (ii) make any change in the Construction Contract or any subcontract without the prior written approval of Lender and Lender's Inspector. (c) If requested by Lender, Borrower shall furnish to Lender within ten (10) days after Lender's request, a certificate, in form prescribed by Lender, signed by all Material Subcontractors as to the existence, amount and retainage of any such subcontracts and materials supplies agreements. (d) The relationship of Lender and Borrower is as creditor and debtor and Lender assumes no fiduciary obligation as a result of this Agreement. All actions, reviews and inspections by Lender and Lender's Inspector pursuant to the terms hereof are solely for the benefit of Lender. No actions by Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender shall be or may be construed in such a manner as to impose any duty or obligation whatsoever on Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender to protect or represent any owner, borrower, contractor, surety or any other person whatsoever and shall not be considered or construed as having made any warranty whatsoever, whether express or implied, as to the adequacy, quality of fitness or purpose of any physical conditions, materials, workmanship, Plans and Specifications, drawings or other requirements pertaining to the construction of the Improvements, or whether any such physical conditions, materials or workmanship comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements pertaining to the Property. Lender shall have no liability, obligation or responsibility whatsoever with respect to the construction of the Improvements except to advance the Loan pursuant to this Agreement. Lender shall not be obligated to inspect the Property or the construction of the Property, nor be liable for the performance or Default of Borrower, Contractor, any architect, subcontractor or materialmen, or any other party, or for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials or services supplied for the Improvements, or for the performance of any obligation of Borrower whatsoever. The provisions of this Agreement relating to requirements for or limitations on Advances are solely for the benefit of the Lender, and nothing, including without limitation, any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Lender. (This provision survives the payment of the Obligations and the termination of this Agreement). (e) Without in any way releasing or modifying any liability of Lender's Inspector to Lender, the Borrower agrees to indemnify and fully protect Lender from any allegation or charge whatsoever of negligence, misfeasance, or nonfeasance, pertaining to any defect in the Improvements, and particularly, any failure of Lender or Lender's Inspector, or any agent, officer, employee or representative of Lender to note any defect in materials or workmanship or of physical conditions or failure to comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements, or to call to the attention of any person whatsoever, or take any action, or to demand that any action be taken, with regard to any such defect or failure or lack of compliance. (This provision survives the payment of the Obligations and the termination of this Agreement). (f) On the Closing Date, the Borrower shall pay Lender all the costs incurred by Lender in its initial review of the Plans and Specifications and Construction Contract; in addition, the Borrower shall reimburse Lender for all out-of-pocket expenses incurred in such inspection related thereto within 15 days after receipt of Lender's invoice and any additional monthly inspections. (g) Borrower shall provide Lender with a copy of all inspection reports performed by the applicable state or local inspection agencies necessary to obtain or maintain any licenses required to operate the Project. Borrower shall provide evidence to Lender that all necessary licenses required to operate the Project have been received as soon as available but in no event later than ninety (90) days following Borrower’s receipt of the certificate of occupancy for the Project. Borrower shall immediately provide Lender with notices of any default under any license or operating agreement in connection with the Project.

Construction Covenants. In addition to the Borrower covenants of the Borrower otherwise set forth in this Agreement, the Borrower hereby agrees that, so long as any part of the Obligations is outstanding, unless compliance shall have been waived in writing by Lender, the Borrower shall at all times comply with the following covenantsfollows: (a) The construction shall be performed strictly in accordance with all applicable Laws. In the event of any conflict between the Plans and Specifications and the provisions of any Law, and any departure from the Plans and Specifications by reason thereof, Borrower shall immediately notify Lender. (b) The New Improvements when erected will be wholly within the title lines, building set-back lines, and building restriction lines, however established, and will not violate applicable use or other restrictions contained in prior conveyances, zoning laws or regulations, conditions of subdivision or land development approval or elsewhere, and Borrower will furnish satisfactory evidence with respect thereto. On or before the Closing Date, Borrower shall have provided Lender with a survey certified by a registered engineer or surveyor satisfactory to Lender, and/or such other evidence satisfactory to Lender, to the effect that (i) commence construction of the Improvements not later than five (5) days following the Closing Date; property lines have been properly established, (ii) cause the construction New Improvements will be located within the building set back lines of the Improvements to be prosecuted with diligence Premises and continuity otherwise in accordance with the Plans and Specifications; , and (iii) promptly correct the location of the New Improvements complies with all applicable zoning, subdivision and land development ordinances and regulations and/or the requirements or conditions of the public authorities as stipulated in granting any permit or approval with respect to the Project. (c) All materials delivered to the Premises by mechanics and material suppliers for the purpose of being used on or in connection with the construction on the Premises shall be considered annexed to and shall be a part of the Premises as if actually incorporated in the New Improvements, and shall be subject, as against Borrower and all parties acting or claiming under or through Borrower, to the rights, conditions, and covenants to which the Premises are subject under this Agreement (including, in particular, but without limitation, the lien of the Mortgage), but nothing herein contained shall require an Advance with respect to the said materials until all conditions herein to an Advance with respect thereto have been satisfied. (d) Without the consent of Lender, Borrower shall not at any time during the performance by Borrower of anything agreed on Borrower’s part to be done hereunder make or permit any contract for materials or equipment of any kind or nature whatsoever to be incorporated in or to be a part of the Improvements, title to which is reserved under any conditional sale, chattel mortgage, bailment lease, secured transaction or otherwise in favor of a third party. Except for the Second Mortgage and such other liens and encumbrances as may have been approved in writing by Lender, Borrower shall keep the title to the Project unencumbered and free from any secondary mortgage, judgment, claim, lien or demand, or other legal action or obligation. (e) Within five (5) days after receiving notice from Lender, Borrower will commence or cause to be corrected any defect in commenced the Improvementsremoval from the Premises of all materials, any material departure in whether worked or unworked, and all portions of the construction of the Improvements from which Lender may reject as failing to conform to the Plans and Specifications, and governmental requirements will prosecute diligently, or any encroachment by any part cause to be prosecuted diligently, such removal. Borrower further agrees to make good all portions of the Improvements or any construction and other structure located on the Property on any building line, easement, property line or restricted area; (iv) guarantee to Lender that the Improvements will be completed in good and workmanlike manner in accordance with the Plans and Specifications; (v) promptly notify Lender of any lien filed materials damaged by the Contractor, any subcontractor, supplier or laborer or of Borrower's knowledge that the Contractor or any subcontractor has failed to pay amounts due following the funding of any Advance for the payment of same; and (vi) complete the construction of the Improvements in accordance with the Plans and Specifications on or before the Completion Date. Borrower may request an extension of the Completion Date equal to the number of days resulting from any Unavoidable Delay in the Construction, but under no circumstances more than thirty (30) days, and Lender will grant such extension if the following conditions have been satisfied: (a) Borrower shall have given notice of the Unavoidable Delay to Lender within ten (10) days after learning of the event resulting in such delay; and (b) after giving effect to the consequences of the Unavoidable Delay, there shall be no Deficiency, as determined by Lender in its reasonable discretionremoval. (b) The Borrower will not (i) cause or permit any changes in the Plans and Specifications affecting the Improvements in excess of $25,000.00 singularly or in excess of $100,000.00 in the aggregate, except pursuant to a change order approved in writing by Lender and Lender's Inspector or (ii) make any change in the Construction Contract or any subcontract without the prior written approval of Lender and Lender's Inspector. (c) If requested by Lender, Borrower shall furnish to Lender within ten (10) days after Lender's request, a certificate, in form prescribed by Lender, signed by all Material Subcontractors as to the existence, amount and retainage of any such subcontracts and materials supplies agreements. (d) The relationship of Lender and Borrower is as creditor and debtor and Lender assumes no fiduciary obligation as a result of this Agreement. All actions, reviews and inspections by Lender and Lender's Inspector pursuant to the terms hereof are solely for the benefit of Lender. No actions by Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender shall be or may be construed in such a manner as to impose any duty or obligation whatsoever on Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender to protect or represent any owner, borrower, contractor, surety or any other person whatsoever and shall not be considered or construed as having made any warranty whatsoever, whether express or implied, as to the adequacy, quality of fitness or purpose of any physical conditions, materials, workmanship, Plans and Specifications, drawings or other requirements pertaining to the construction of the Improvements, or whether any such physical conditions, materials or workmanship comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements pertaining to the Property. Lender shall have no liability, obligation or responsibility whatsoever with respect to the construction of the Improvements except to advance the Loan pursuant to this Agreement. Lender shall not be obligated to inspect the Property or the construction of the Property, nor be liable for the performance or Default of Borrower, Contractor, any architect, subcontractor or materialmen, or any other party, or for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials or services supplied for the Improvements, or for the performance of any obligation of Borrower whatsoever. The provisions of this Agreement relating to requirements for or limitations on Advances are solely for the benefit of the Lender, and nothing, including without limitation, any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Lender. (This provision survives the payment of the Obligations and the termination of this Agreement). (e) Without in any way releasing or modifying any liability of Lender's Inspector to Lender, the Borrower agrees to indemnify and fully protect Lender from any allegation or charge whatsoever of negligence, misfeasance, or nonfeasance, pertaining to any defect in the Improvements, and particularly, any failure of Lender or Lender's Inspector, or any agent, officer, employee or representative of Lender to note any defect in materials or workmanship or of physical conditions or failure to comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements, or to call to the attention of any person whatsoever, or take any action, or to demand that any action be taken, with regard to any such defect or failure or lack of compliance. (This provision survives the payment of the Obligations and the termination of this Agreement). (f) On the Closing Date, the Borrower shall pay Lender all the costs incurred by Lender in its initial review of the Plans and Specifications and Construction Contract; in addition, the Borrower shall reimburse Lender for all out-of-pocket expenses incurred in such inspection related thereto within 15 days after receipt of Lender's invoice and any additional monthly inspections. (g) Borrower shall provide Lender with a copy of all inspection reports performed by the applicable state or local inspection agencies necessary to obtain or maintain any licenses required to operate the Project. Borrower shall provide evidence to Lender that all necessary licenses required to operate the Project have been received as soon as available but in no event later than ninety (90) days following Borrower’s receipt of the certificate of occupancy for the Project. Borrower shall immediately provide Lender with notices of any default under any license or operating agreement in connection with the Project.

Construction Covenants. In addition With respect to the covenants construction of the Borrower Improvements and the Project, Developer hereby covenants and agrees as follows on behalf of itself and its contractors: 8.6.1 The development of the Project shall be done in a professional and competent manner. Developer shall perform all work required to complete the Improvements and the Project and related work in accordance with the Approved Plans and all Governmental Requirements and at the level of quality and as otherwise set forth in this Agreementthe Scope of Development to be approved by the Parties, the Borrower hereby agrees that, so long as any part in form and substance acceptable to each of the Obligations is outstandingParties as further set forth in Section 4.6.5 or as otherwise agreed by the Parties, unless compliance shall have been waived each in writing by Lenderits sole discretion, which sets forth the Borrower shall at all times comply with scope of development of each Phase of the following covenants: (a) The Borrower will (i) commence Project including the details regarding the Horizontal Improvements and Vertical Improvements and construction of the Improvements not later than five (5) days following Improvements. 8.6.2 Developer shall be responsible for the Closing Date; (ii) cause the construction timeliness and quality of the Improvements to be prosecuted with diligence all work performed and continuity materials and equipment furnished in accordance connection with the Plans Project, whether the work, materials and Specifications; equipment are performed and furnished by Developer or through subcontractors, sub-subcontractors (iiiof all tiers) promptly correct or cause to be corrected any defect in the Improvementsand suppliers. 8.6.3 Developer shall, any material departure in the construction of the Improvements from the Plans and Specifications, and governmental requirements or any encroachment by any part of the Improvements or any other structure located on the Property on any building line, easement, property line or restricted area; (iv) guarantee to Lender that the Improvements will be completed in good and workmanlike manner in accordance with the Plans and Specifications; (v) promptly notify Lender of any lien filed by the Contractor, any subcontractor, supplier or laborer or of Borrower's knowledge that the Contractor or any subcontractor has failed to pay amounts due following the funding of any Advance for the payment of same; and (vi) complete the construction of the Improvements in accordance with the Plans and Specifications on or before the Completion Date. Borrower may request an extension of the Completion Date equal to the number of days resulting from any Unavoidable Delay in the Construction, but under no circumstances more than within thirty (30) dayscalendar days following receipt of notice thereof, cause to be removed or bonded against (such bonding to be by the provision of bonds satisfying California statutory requirements) any and Lender will grant such extension if all mechanic’s liens, stop notices and/or bonded stop notices that are recorded and/or served by subcontractors, sub-subcontractors (of all tiers) and suppliers in connection with the following conditions have been satisfied: (a) Borrower shall have given notice of Project. Notwithstanding the Unavoidable Delay to Lender within ten (10) days after learning of foregoing, Developer may contest the event resulting amount, validity or application, in such delay; and (b) after giving effect to the consequences of the Unavoidable Delay, there shall be no Deficiency, as determined by Lender in its reasonable discretion. (b) The Borrower will not (i) cause or permit any changes in the Plans and Specifications affecting the Improvements in excess of $25,000.00 singularly whole or in excess of $100,000.00 in the aggregatepart, except pursuant to a change order approved in writing by Lender and Lender's Inspector or (ii) make any change in the Construction Contract or any subcontract without the prior written approval of Lender and Lender's Inspector. (c) If requested by Lender, Borrower shall furnish to Lender within ten (10) days after Lender's request, a certificate, in form prescribed by Lender, signed by all Material Subcontractors as to the existence, amount and retainage of any such subcontracts and materials supplies agreements. (d) The relationship of Lender and Borrower is as creditor and debtor and Lender assumes no fiduciary obligation as a result of this Agreement. All actionsmechanic’s liens, reviews and inspections by Lender and Lender's Inspector pursuant stop notices and/or bonded stop notices; subject, however, to the terms hereof are solely further requirement that neither the Property nor any Improvements nor any part or interest in either thereof would be in any immediate danger of being sold, forfeited, attached or lost pending the outcome of such proceedings. If any such contest is finally resolved against Developer, Developer shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon. Developer hereby agrees to indemnify, defend and hold the City Indemnified Parties free and harmless from and against any and all Claims arising from failure to pay for the benefit construction of Lender. No actions by Lender, Lender's Inspector, Improvements or any agent, officer, employee or representative of Lender shall be or may be construed in such a manner as to impose any duty or obligation whatsoever on Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender to protect or represent any owner, borrower, contractor, surety or any other person whatsoever and shall not be considered or construed as having made any warranty whatsoever, whether express or implied, as work related to the adequacyProject including costs to remove or bond mechanic’s liens, quality stop notices and/or bonded stop notices that are recorded and/or served by subcontractors, sub-subcontractors (of fitness or purpose of any physical conditions, materials, workmanship, Plans all tiers) and Specifications, drawings or other requirements pertaining suppliers with respect to the construction of the Improvements, Improvements or whether any such physical conditions, materials or workmanship comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements pertaining to the Property. Lender shall have no liability, obligation or responsibility whatsoever performance of work with respect to the construction of the Improvements except to advance the Loan pursuant to this Agreement. Lender shall not be obligated to inspect the Property or the construction of the Property, nor be liable for the performance or Default of Borrower, Contractor, any architect, subcontractor or materialmen, or any other party, or for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials or services supplied for the Improvements, or for the performance of any obligation of Borrower whatsoeverProject. The provisions of indemnity set forth in this Agreement relating to requirements for or limitations on Advances are solely for the benefit of the Lender, and nothing, including without limitation, any Advance or acceptance of any document or instrument, Section shall be construed as a representation or warranty, express or implied, to any party by Lender. (This provision survives the payment of the Obligations and survive the termination of this Agreement). (e) Without in any way releasing or modifying any liability of Lender's Inspector to Lender, the Borrower agrees to indemnify and fully protect Lender from any allegation or charge whatsoever of negligence, misfeasance, or nonfeasance, pertaining to any defect in the Improvements, and particularly, any failure of Lender or Lender's Inspector, or any agent, officer, employee or representative of Lender to note any defect in materials or workmanship or of physical conditions or failure to comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements, or to call to the attention of any person whatsoever, or take any action, or to demand that any action be taken, with regard to any such defect or failure or lack of compliance. (This provision survives the payment of the Obligations and the termination of this Agreement). (f) On the Closing Date, the Borrower shall pay Lender all the costs incurred by Lender in its initial review of the Plans and Specifications and Construction Contract; in addition, the Borrower shall reimburse Lender for all out-of-pocket expenses incurred in such inspection related thereto within 15 days after receipt of Lender's invoice and any additional monthly inspections. (g) Borrower shall provide Lender with a copy of all inspection reports performed by the applicable state or local inspection agencies necessary to obtain or maintain any licenses required to operate the Project. Borrower shall provide evidence to Lender that all necessary licenses required to operate the Project have been received as soon as available but in no event later than ninety (90) days following Borrower’s receipt of the certificate of occupancy for the Project. Borrower shall immediately provide Lender with notices of any default under any license or operating agreement in connection with the Project.

Construction Covenants. In addition With respect to the covenants each of the Borrower otherwise set forth in this Agreement, the Borrower hereby agrees that, so long as any part of the Obligations is outstanding, unless compliance shall have been waived in writing by Lender, the Borrower shall at all times comply with the following covenants: (a) The Borrower will Construction Projects: (i) commence construction of the Improvements not later than five (5) days following the Closing Date; (ii) cause applicable Seller thereof will diligently pursue the construction of the Improvements to be prosecuted with diligence thereof and continuity installation of the required Tangible Personal Property therein and diligently pursue the completion thereof in accordance a good and workmanlike manner and in substantial compliance with the Approved Plans and Specifications, Approved Finish Schedule (with respect to the Xxxxxx Property, the 1160 Xxxxxxx Property, and the Xxxxx Xxxx Xxxxx 0 Property only) and all applicable laws, ordinances, rules, regulations of governmental and other appropriate authorities having jurisdiction over the Property, to the extent in force and effect as of the date of issuance of building permits (collectively, “Requirements”); (ii) the applicable Seller thereof will submit to Buyer once during each month until the Closing for such Construction Project: (i) a detailed and itemized description of the completed work and any existing or proposed deviations from, or amendments or additions to, the Approved Plans and Specifications or Approved Finish Schedule (for the Xxxxxx Property, the 1160 Xxxxxxx Property, and the Alpha Mill Phase 2 Property only); (ii) copies of any complete draw package submitted to the construction lender for such Construction Project in 21 connection with construction financing of any kind; (iii) promptly correct or cause to be corrected complete copies of any defect in the Improvements, change orders under any material departure in the construction of the Improvements from the Plans and Specifications, and governmental requirements or any encroachment by any part of the Improvements or any other structure located on the Property on any building line, easement, property line or restricted areacontract for such Construction Project; (iv) guarantee any FF&E proposal that is subject to Lender that the Improvements will be completed in good Buyer's review and workmanlike manner in accordance with the Plans approval; and Specifications; (v) promptly notify Lender of any lien filed by the Contractor, any subcontractor, supplier or laborer or of Borrower's knowledge that the Contractor or any subcontractor has failed to pay amounts due following the funding of any Advance an updated rent roll for the payment of samesuch Construction Project with lease up summary; and (viiii) complete no Seller of a Construction Project shall modify the construction of the Improvements in accordance with the Approved Plans and Specifications on for such Construction Project in any material respect without Buyer's prior written approval, which shall not be unreasonably withheld, conditioned or before the Completion Date. Borrower may request an extension of the Completion Date equal delayed; provided that Buyer's consent shall not be required for any changes to the number of days resulting from any Unavoidable Delay in the Construction, but under no circumstances more than thirty (30) days, and Lender will grant such extension if the following conditions have been satisfied: (a) Borrower shall have given notice of the Unavoidable Delay to Lender within ten (10) days after learning of the event resulting in such delay; and (b) after giving effect to the consequences of the Unavoidable Delay, there shall be no Deficiency, as determined by Lender in its reasonable discretion. (b) The Borrower will not (i) cause or permit any changes in the applicable Approved Plans and Specifications affecting the Improvements in excess of $25,000.00 singularly or in excess of $100,000.00 in the aggregate, except pursuant to a change order approved in writing required by Lender and Lender's Inspector or (ii) make any change in the Construction Contract or any subcontract without the prior written approval of Lender and Lender's Inspector. (c) If requested by Lender, Borrower shall furnish to Lender within ten (10) days after Lender's request, a certificate, in form prescribed by Lender, signed by all Material Subcontractors as to the existence, amount and retainage of any such subcontracts and materials supplies agreements. (d) The relationship of Lender and Borrower is as creditor and debtor and Lender assumes no fiduciary obligation as a result of this Agreement. All actions, reviews and inspections by Lender and Lender's Inspector pursuant to the terms hereof are solely applicable Government Authority for the benefit issuance of Lender. No actions by Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender shall be or may be construed in such a manner as to impose any duty or obligation whatsoever on Lender, Lender's Inspector, or any agent, officer, employee or representative of Lender to protect or represent any owner, borrower, contractor, surety or any other person whatsoever and shall not be considered or construed as having made any warranty whatsoever, whether express or implied, as to the adequacy, quality of fitness or purpose of any physical conditions, materials, workmanship, Plans and Specifications, drawings or other requirements pertaining to the construction of the Improvements, or whether any such physical conditions, materials or workmanship comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements pertaining to the Property. Lender shall have no liability, obligation or responsibility whatsoever with respect to the construction of the Improvements except to advance the Loan pursuant to this Agreement. Lender shall not be obligated to inspect the Property or the construction of the Property, nor be liable for the performance or Default of Borrower, Contractor, any architect, subcontractor or materialmen, or any other party, or for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials or services supplied for the Improvements, or for the performance of any obligation of Borrower whatsoever. The provisions of this Agreement relating to requirements for or limitations on Advances are solely for the benefit of the Lender, and nothing, including without limitation, any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Lender. (This provision survives the payment of the Obligations and the termination of this Agreement). (e) Without in any way releasing or modifying any liability of Lender's Inspector to Lender, the Borrower agrees to indemnify and fully protect Lender from any allegation or charge whatsoever of negligence, misfeasance, or nonfeasance, pertaining to any defect in the Improvements, and particularly, any failure of Lender or Lender's Inspector, or any agent, officer, employee or representative of Lender to note any defect in materials or workmanship or of physical conditions or failure to comply with any Plans and Specifications, drawings, ordinances, statutes or other governmental requirements, or to call to the attention of any person whatsoever, or take any action, or to demand that any action be taken, with regard to any such defect or failure or lack of compliance. (This provision survives the payment of the Obligations and the termination of this Agreement). (f) On the Closing Date, the Borrower shall pay Lender all the costs incurred by Lender in its initial review of the Plans and Specifications and Construction Contract; in addition, the Borrower shall reimburse Lender for all out-of-pocket expenses incurred in such inspection related thereto within 15 days after receipt of Lender's invoice and any additional monthly inspections. (g) Borrower shall provide Lender with a copy of all inspection reports performed by the applicable state or local inspection agencies necessary to obtain or maintain any licenses required to operate the Project. Borrower shall provide evidence to Lender that all necessary licenses required to operate the Project have been received as soon as available but in no event later than ninety (90) days following Borrower’s receipt of the final certificate of occupancy for the Project. Borrower shall immediately provide Lender with notices of any default under any license or operating agreement in connection with the such Construction Project.