under the terms of this
Agreement;
(d)
it does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement;
(e)
to the best of Borrower's knowledge, no approval, authorization,
order, license or consent of, or registration or filing with, any governmental
authority or other person, and no approval, authorization or consent of any
other party is required in connection with this Agreement; and
(f)
this Agreement constitutes a valid, legal and binding obligation
of Borrower, enforceable against it in accordance with the terms hereof.
14.
NO WAIVER.
NO DELAY BY ANY INDEMNIFIED PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF ANY
SUCH PRIVILEGE, POWER OR RIGHT.
9
15.
NOTICE OF LEGAL ACTIONS.
BORROWER SHALL, WITHIN FIVE BUSINESS
DAYS OF RECEIPT THEREOF, GIVE WRITTEN NOTICE TO LENDER OF (A) ANY WRITTEN
NOTICE, ADVICE OR OTHER SUCH COMMUNICATION FROM ANY GOVERNMENTAL AUTHORITY OR
FROM ANY OTHER SOURCE WHATSOEVER WITH RESPECT TO HAZARDOUS SUBSTANCES ON, FROM
OR AFFECTING THE PROPERTY, AND (B) ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY
OR RELATED TO THE PROPERTY, WITH RESPECT TO WHICH BORROWER MAY HAVE LIABILITY
UNDER THIS AGREEMENT.
16.
EXAMINATION OF BOOKS AND RECORDS.
INDEMNIFIED PARTIES AND THEIR
ACCOUNTANTS SHALL HAVE THE RIGHT TO EXAMINE THE RECORDS, BOOKS, MANAGEMENT AND
OTHER PAPERS OF BORROWER WHICH REFLECT UPON ITS FINANCIAL CONDITION, AT THE
PROPERTY OR AT THE OFFICE REGULARLY MAINTAINED BY BORROWER WHERE THE BOOKS AND
RECORDS ARE LOCATED.
INDEMNIFIED PARTIES AND THEIR ACCOUNTANTS SHALL HAVE THE
RIGHT TO MAKE COPIES AND EXTRACTS FROM THE FOREGOING RECORDS AND OTHER PAPERS.
IN ADDITION, AT REASONABLE TIMES AND UPON REASONABLE NOTICE, INDEMNIFIED PARTIES
AND THEIR ACCOUNTANTS SHALL HAVE THE RIGHT TO EXAMINE AND AUDIT THE BOOKS AND
RECORDS OF BORROWER PERTAINING TO THE INCOME, EXPENSES AND OPERATION OF THE
PROPERTY DURING REASONABLE BUSINESS HOURS AT THE OFFICE OF BORROWER WHERE THE
BOOKS AND RECORDS ARE LOCATED.
17.
TRANSFER OF LOAN.
LENDER MAY, AT ANY TIME, SELL, TRANSFER OR
ASSIGN THE NOTE, THE LOAN AGREEMENT, THE SECURITY INSTRUMENT, THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AND ANY OR ALL SERVICING RIGHTS WITH RESPECT THERETO,
OR GRANT PARTICIPATIONS THEREIN OR ISSUE SECURITIES EVIDENCING A BENEFICIAL
INTEREST IN A RATED OR UNRATED PUBLIC OFFERING OR PRIVATE PLACEMENT
(COLLECTIVELY, "SECURITIES").
LENDER MAY FORWARD TO EACH PURCHASER, TRANSFEREE,
ASSIGNEE, SERVICER, PARTICIPANT OR INVESTOR IN SECURITIES OR ANY CREDIT RATING
AGENCY RATING SUCH SECURITIES (EACH OF THE FOREGOING ENTITIES, AN "INVESTOR")
AND EACH PROSPECTIVE INVESTOR, ALL DOCUMENTS AND INFORMATION WHICH LENDER NOW
HAS OR MAY HEREAFTER ACQUIRE RELATING TO BORROWER AND THE PROPERTY, WHETHER
FURNISHED BY BORROWER, ANY GUARANTOR OR OTHERWISE, AS LENDER DETERMINES
NECESSARY OR DESIRABLE.
BORROWER SHALL COOPERATE WITH LENDER IN CONNECTION WITH
ANY TRANSFER DESCRIBED IN THIS SECTION 17, INCLUDING, WITHOUT LIMITATION, THE
DELIVERY OF AN ESTOPPEL CERTIFICATE REQUIRED IN ACCORDANCE WITH THE LOAN
AGREEMENT AND/OR IN SUCH FORM, SUBSTANCE AND DETAIL AS LENDER, SUCH INVESTOR OR
PROSPECTIVE