ON BEHALF OF LENDERS, AND BORROWER'S BANK SUBSTANTIALLY IN THE FORM
OF EXHIBIT T HERETO, SUBJECT TO ANY MODIFICATIONS REQUESTED BY BORROWER'S BANK
THAT ARE REASONABLY ACCEPTABLE TO AGENT OR (Y) (I) A PLEDGE AND SECURITY
AGREEMENT BY AND AMONG BORROWER, FC MEMBER AND AGENT, FOR ITSELF AND ON BEHALF
OF LENDERS SUBSTANTIALLY IN THE FORM OF EXHIBIT T AS TO MATTERS CONTAINED
THEREIN THAT GOVERN THE RELATIONSHIP BETWEEN AGENT, ON THE ONE HAND, AND
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BORROWER AND FC MEMBER, ON THE OTHER HAND, AND THE RESPECTIVE RIGHTS OF EACH AND
(II) A CONTROL AGREEMENT BY AND AMONG BORROWER, FC MEMBER, AGENT, FOR ITSELF AND
ON BEHALF OF LENDERS, AND BORROWER'S BANK, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO AGENT AND BORROWER'S BANK (THE DOCUMENT LISTED UNDER CLAUSE (X) OR
THE DOCUMENTS LISTED UNDER CLAUSE (Y) COLLECTIVELY, THE "COLLECTION ACCOUNTS
AGREEMENT")
AND (2) TO DELIVER AN OPINION REASONABLY ACCEPTABLE TO AGENT
COVERING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY BORROWER AND FC MEMBER,
SECURITY INTEREST PERFECTION, ENFORCEABILITY AND OTHER CUSTOMARY MATTERS WITH
RESPECT TO THE COLLECTION ACCOUNTS AGREEMENT (BUT IN NO EVENT WITH RESPECT TO
MATTERS AS TO BORROWER'S BANK (OTHER THAN ENFORCEABILITY OF THE COLLECTION
ACCOUNTS AGREEMENT AGAINST BORROWER'S BANK)).
ARTICLE 8
THE AGENT
SECTION 8.01
ACTIONS.
IF AGENT SHALL HAVE REASONABLE CAUSE TO
BELIEVE THAT ANY ACTION OR PROCEEDING RELATED TO THE MORTGAGED PROPERTY COULD,
IF ADVERSELY DETERMINED, HAVE AN ADVERSE EFFECT UPON THE RIGHTS OR INTERESTS OF
AGENT AND/OR LENDERS UNDER THIS AGREEMENT OR ANY OF THE OTHER PROJECT LOAN
DOCUMENTS, AGENT SHALL HAVE THE RIGHT TO COMMENCE, APPEAR IN AND DEFEND SUCH
ACTION OR PROCEEDING, AND IN CONNECTION THEREWITH AGENT MAY INCUR COSTS AND
EXPENSES, EMPLOY COUNSEL, AND PAY ATTORNEYS' FEES AND DISBURSEMENTS.
BORROWER
AGREES TO PAY TO AGENT ALL REASONABLE COSTS AND EXPENSES INCURRED BY AGENT IN
CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS, TOGETHER WITH INTEREST FROM THE DUE DATE THEREOF UNLESS THERE
HAS BEEN A NON-APPEALABLE JUDICIAL DETERMINATION THAT AGENT'S COMMENCEMENT,
APPEARANCE AND DEFENSE WAS NOT PROPER.
BORROWER'S OBLIGATION TO PAY SUCH COSTS
AND EXPENSES SHALL BE SECURED BY THE SECURITY DOCUMENTS.
SECTION 8.02
NON-LIABILITY OF AGENT AND LENDERS.
BORROWER
ACKNOWLEDGES AND AGREES THAT:
(A)
ANY INSPECTIONS OF THE CONSTRUCTION OF THE PROJECT MADE BY OR
THROUGH AGENT, LENDERS OR CONSTRUCTION CONSULTANT ARE FOR PURPOSES OF
ADMINISTRATION OF THE PROJECT LOAN AND FOR THE PROTECTION OF AGENT AND/OR
LENDERS ONLY AND NEITHER ANY BORROWER ENTITY, NOR ANY OTHER PERSON IS ENTITLED
TO RELY UPON THE SAME WITH RESPECT TO THE QUALITY, ADEQUACY OR SUITABILITY OF
MATERIALS OR WORKMANSHIP, CONFORMITY TO THE PLANS AND SPECIFICATIONS, STATE OF
COMPLETION OR OTHERWISE; EACH BORROWER ENTITY SHALL MAKE ITS OWN INSPECTIONS AND
JUDGMENTS OF SUCH CONSTRUCTION TO DETERMINE THAT THE QUALITY OF THE PROJECT AND
ALL OTHER REQUIREMENTS OF SUCH CONSTRUCTION ARE BEING PERFORMED IN A MANNER
SATISFACTORY TO SUCH BORROWER ENTITY AND AGENT AND IN CONFORMITY WITH THE PLANS
AND SPECIFICATIONS AND ALL OTHER REQUIREMENTS; AND BORROWER SHALL IMMEDIATELY
NOTIFY AGENT SHOULD THE