ACTIONS.
EACH PARTY HERETO SHALL, WITHIN
THREE (3) BUSINESS DAYS (AS DEFINED BELOW) OF RECEIPT THEREOF, GIVE WRITTEN
NOTICE TO THE OTHER PARTY HERETO OF (A) ANY WRITTEN NOTICE, ADVICE OR OTHER
WRITTEN COMMUNICATION FROM ANY GOVERNMENTAL ENTITY OR ANY SOURCE WHATSOEVER WITH
RESPECT TO ANY HAZARDOUS MATERIALS ON, FROM OR AFFECTING THE PREMISES THAT HAS
OR IS REASONABLY LIKELY TO RESULT IN A MATERIAL LIABILITY OR LOSS, OR THAT IS
ALLEGED TO VIOLATE ANY ENVIRONMENTAL LAW, AND (B) ANY LEGAL ACTION BROUGHT
AGAINST SUCH PARTY OR RELATED TO THE PREMISES, WITH RESPECT TO WHICH INDEMNITOR
MAY HAVE LIABILITY UNDER THIS AGREEMENT.
SUCH NOTICE SHALL COMPLY WITH THE
PROVISIONS OF SECTION 5.1
HEREOF.
2.10
TRANSFER OF LOAN.
SUBJECT TO THE TERMS OF THE LOAN AGREEMENT,
INDEMNITEE MAY, AT ANY TIME, SELL, TRANSFER OR ASSIGN THE NOTE, THE LOAN
AGREEMENT, THE MORTGAGE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY OR
ALL SERVICING RIGHTS WITH RESPECT THERETO, OR GRANT PARTICIPATIONS THEREIN.
INDEMNITEE MAY FORWARD TO EACH PURCHASER, TRANSFEREE, ASSIGNEE, SERVICER OR
PARTICIPANT (THE FOREGOING ENTITIES HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"INVESTOR") AND EACH PROSPECTIVE INVESTOR, ALL DOCUMENTS AND INFORMATION THAT
INDEMNITEE NOW HAS OR MAY HEREAFTER ACQUIRE RELATING TO INDEMNITOR AND THE
PREMISES, WHETHER FURNISHED BY INDEMNITOR, ANY GUARANTOR OR OTHERWISE, AS
INDEMNITEE DETERMINES NECESSARY OR DESIRABLE.
INDEMNITOR AND ANY GUARANTOR
AGREE TO COOPERATE WITH INDEMNITEE IN CONNECTION WITH ANY TRANSFER MADE PURSUANT
TO THIS SECTION, INCLUDING, WITHOUT LIMITATION, THE DELIVERY OF AN ESTOPPEL
CERTIFICATE AND SUCH OTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED BY
INDEMNITEE.
INDEMNITOR SHALL ALSO FURNISH, AND INDEMNITOR HEREBY CONSENTS TO
INDEMNITEE FURNISHING TO SUCH INVESTORS OR SUCH PROSPECTIVE INVESTORS,
INFORMATION CONCERNING THE FINANCIAL CONDITION OF THE INDEMNITOR AS INDEMNITEE
MAY REASONABLY REQUEST AND IS REASONABLY AVAILABLE TO INDEMNITOR; PROVIDED,
HOWEVER, THAT INDEMNITEE AND ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT, AS THE CASE MAY BE, SHALL EACH MAINTAIN AS CONFIDENTIAL ANY AND ALL
INFORMATION OBTAINED ABOUT INDEMNITOR AND SHALL NOT DISCLOSE SUCH INFORMATION TO
ANY THIRD PARTY, EXCEPT SUCH PARTY'S CONSULTANTS, LENDERS, AND ATTORNEYS, EXCEPT
AS OTHERWISE REQUIRED BY LAW AND EXCEPT IN CONNECTION WITH INDEMNITEE'S EXERCISE
OF ITS REMEDIES UNDER THIS AGREEMENT.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES AND COVENANTS
3.1
GENERAL REPRESENTATIONS AND WARRANTIES.
INDEMNITOR REPRESENTS
AND WARRANTS THAT:
(A)
(I) IT HAS THE FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER; THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY INDEMNITOR HAS BEEN DULY AND
VALIDLY AUTHORIZED BY ALL REQUISITE ORGANIZATIONAL ACTION AND (II) THIS
AGREEMENT WILL NOT RESULT IN THE BREACH OF ANY TERM OR PROVISION OF THE
OPERATING AGREEMENT OR OTHER GOVERNING INSTRUMENT OF INDEMNITOR;
9
(B)
INTENTIONALLY DELETED;
(C)
COMPLIANCE WITH THIS AGREEMENT WILL NOT RESULT IN THE BREACH
OF ANY TERM OR PROVISION OF, OR CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER OR
RESULT IN THE ACCELERATION OF, ANY OBLIGATION UNDER ANY AGREEMENT, INDENTURE OR
LOAN OR CREDIT AGREEMENT OR OTHER INSTRUMENT TO WHICH INDEMNITOR OR THE PREMISES