LIABILITIES AND OBLIGATIONS INCURRED BY
AGENT IN CONNECTION WITH THE PROJECT LOAN, THE ENFORCEMENT THEREOF OR THE
REALIZATION OF THE SECURITY THEREFOR AND NOT PAID FOR BY A BORROWER ENTITY SHALL
BE BORNE BY THE LENDERS IN ACCORDANCE WITH THEIR RATABLE INTEREST IN THE PROJECT
LOAN, AND LENDERS WILL, UPON REQUEST, REIMBURSE AGENT FOR THEIR RATABLE SHARES
OF ANY EXPENSES INCURRED BY AGENT IN CONNECTION THEREWITH, INCLUDING ANY
ADVANCES MADE TO PAY PROPERTY TAXES OR INSURANCE OR OTHERWISE TO PRESERVE THE
LIEN OF THE PROJECT LOAN MORTGAGE OR TO PRESERVE AND PROTECT THE MORTGAGED
PROPERTY, OR MADE TO EFFECT THE COMPLETION OF THE PROJECT TO BE CONSTRUCTED
PURSUANT TO THIS AGREEMENT AND/OR THE ACHIEVEMENT OF FINAL COMPLETION OF THE
PROJECT, ANY OTHER EXPENSE INCURRED IN CONNECTION WITH THE ENFORCEMENT OF THE
SECURITY DOCUMENTS, AND ANY EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE
CONSUMMATION OF THE PROJECT LOAN NOT PAID OR PROVIDED BY BORROWER.
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(D)
PROMPTLY AFTER AGENT ACQUIRES ACTUAL KNOWLEDGE THEREOF, AGENT WILL
GIVE NOTICE TO EACH LENDER OF ANY LIEN ON THE MORTGAGED PROPERTY OR MATERIAL
DEFAULT UNDER THIS AGREEMENT OR ANY OF THE OTHER PROJECT LOAN DOCUMENTS WHICH IN
AGENT'S JUDGMENT MATERIALLY ADVERSELY AFFECTS ANY LENDER'S INTEREST IN THE
PROJECT LOAN.
AGENT SHALL PROMPTLY ADVISE LENDERS FROM TIME TO TIME OF ANY
MATERIAL REMEDIAL ACTION WHICH AGENT SHALL HAVE TAKEN.
(E)
IN NO EVENT SHALL ANY OR ALL LENDERS HAVE THE RIGHT TO REMOVE
AGENT WITHOUT CAUSE AND IN NO EVENT SHALL AGENT RESIGN AS AGENT.
(F)
THE PROVISIONS OF THIS SECTION 8.03 ARE FOR THE SOLE BENEFIT OF
AGENT AND LENDERS AND THEREFORE MAY BE MODIFIED, AMENDED OR DELETED AS AGENT AND
LENDERS SHALL MUTUALLY AGREE WITHOUT THE CONSENT OF ANY BORROWER ENTITY.
SECTION 8.04
AGENT'S RELIANCE, ETC.
(A)
AGENT SHALL ADMINISTER
THIS AGREEMENT AND THE OTHER PROJECT LOAN DOCUMENTS AND SERVICE THE PROJECT LOAN
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WITH THE SAME
DEGREE OF CARE AS AGENT WOULD USE IN SERVICING A LOAN OF SIMILAR SIZE AND TYPE
HELD FOR ITS OWN ACCOUNT, PROVIDED, HOWEVER, THAT NONE OF ITS DIRECTORS,
OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO
BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THE PROJECT LOAN DOCUMENTS,
EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT
LIMITATION OF THE GENERALITY OF THE FOREGOING, AGENT:
(I) MAY CONSULT WITH
LEGAL COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED AND
SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD FAITH BY
IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS; (II)
MAKES NO WARRANTY OR REPRESENTATION TO ANY LENDER AND SHALL NOT BE RESPONSIBLE
TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS (WHETHER WRITTEN
OR ORAL) MADE IN OR IN CONNECTION WITH THE PROJECT LOAN DOCUMENTS; (III) SHALL
NOT HAVE ANY DUTY TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE
OF