EACH INDEMNIFIED
PARTY HARMLESS FROM AND AGAINST ALL CLAIMS, INJURY, DAMAGE, LOSS AND LIABILITY,
COST AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES AND COURT
COSTS) OF ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF (I) THE
CONSTRUCTION; (II) THE OPERATION OR MAINTENANCE OF THE PROJECT; (III) ANY BREACH
OF REPRESENTATION OR WARRANTY, DEFAULT OR EVENT OF DEFAULT; OR (IV) ANY OTHER
MATTER ARISING IN CONNECTION WITH THE LOAN OR THE PROJECT.
NO INDEMNIFIED PARTY
SHALL BE ENTITLED TO BE INDEMNIFIED AGAINST ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THE FOREGOING INDEMNIFICATION SHALL SURVIVE REPAYMENT OF THE DEBT.
(W)
COMPLIANCE WITH LAWS.
BORROWER SHALL COMPLY WITH ALL LAWS APPLICABLE TO
THE PROJECT.
(X)
FURNISHING REPORTS.
UPON LENDER'S REQUEST, BORROWER SHALL PROVIDE
LENDER WITH COPIES OF ALL INSPECTIONS, REPORTS, TEST RESULTS AND OTHER
INFORMATION RECEIVED BY BORROWER WHICH IN ANY WAY RELATE TO THE PROJECT OR ANY
PART THEREOF.
(Y)
FURNISHING NOTICES.
BORROWER SHALL PROVIDE LENDER WITH COPIES OF ALL
MATERIAL NOTICES PERTAINING TO THE PROJECT RECEIVED BY BORROWER FROM ANY
PURCHASER UNDER ANY CONTRACT OF SALE, GOVERNMENTAL AUTHORITY, INSURANCE COMPANY
OR TENANT WITHIN SEVEN (7) DAYS AFTER SUCH NOTICE IS RECEIVED.
(Z)
CORRECTION OF DEFECTS.
WITHIN FIVE (5) DAYS AFTER BORROWER ACQUIRES
KNOWLEDGE OF OR RECEIVES NOTICE OF A DEFECT IN THE IMPROVEMENTS OR ANY DEPARTURE
FROM THE PLANS AND SPECIFICATIONS, OR ANY OTHER REQUIREMENT OF THIS AGREEMENT,
BORROWER WILL PROCEED WITH DILIGENCE TO CORRECT ALL SUCH DEFECTS AND DEPARTURES.
(AA)
HOLD DISBURSEMENTS IN TRUST.
BORROWER SHALL RECEIVE AND HOLD IN TRUST
FOR THE SOLE BENEFIT OF LENDER (AND NOT FOR THE BENEFIT OF ANY OTHER PERSON,
INCLUDING, BUT NOT LIMITED TO, CONTRACTORS OR ANY SUBCONTRACTORS) ALL ADVANCES
MADE HEREUNDER DIRECTLY TO BORROWER, FOR THE PURPOSE OF PAYING COSTS OF THE
CONSTRUCTION IN ACCORDANCE WITH THE CONSTRUCTION BUDGET.
BORROWER SHALL USE THE
PROCEEDS OF THE LOAN SOLELY FOR THE PAYMENT OF
57
COSTS SPECIFIED IN THE CONSTRUCTION BUDGET.
BORROWER WILL PAY ALL OTHER COSTS,
EXPENSES AND FEES RELATING TO THE ACQUISITION, EQUIPPING, USE AND OPERATION OF
THE PROJECT.
(BB)
ALTERATIONS.
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, BORROWER SHALL
NOT MAKE ANY MATERIAL ALTERATIONS TO THE PROJECT (OTHER THAN COMPLETION OF THE
CONSTRUCTION IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS).
(CC)
CASH DISTRIBUTIONS.
BORROWER SHALL NOT MAKE ANY DISTRIBUTIONS TO
PARTNERS, MEMBERS OR SHAREHOLDERS OF BORROWER.
(DD)
AFFILIATE CONTRACTS.
BORROWER SHALL NOT ENTER INTO ANY CONTRACTS OR
AGREEMENTS AFTER THE DATE HEREOF WITH ANY GUARANTOR, MEMBER, MII, OR MLP/MII
AFFILIATE OR ANY AFFILIATE OF ANY OF THE FOREGOING WITHOUT LENDER'S PRIOR
WRITTEN CONSENT.
SECTION 16.2
INSURANCE.
(A)
BORROWER SHALL OBTAIN AND MAINTAIN, OR CAUSE TO BE MAINTAINED,
INSURANCE FOR BORROWER AND THE PROJECT AS FOLLOWS:
(I)
COMPREHENSIVE ALL RISK INSURANCE ON THE IMPROVEMENTS AND THE
PERSONAL PROPERTY, INCLUDING CONTINGENT LIABILITY FROM OPERATION OF BUILDING
LAWS, DEMOLITION COSTS AND INCREASED COST OF CONSTRUCTION ENDORSEMENTS, IN EACH
CASE (A) IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE "FULL
REPLACEMENT COST," WHICH FOR PURPOSES OF