ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY INDEMNITOR.
13.
SUBROGATION.
INDEMNITOR HEREBY AGREES THAT IT SHALL TAKE ANY
AND ALL REASONABLE ACTIONS, INCLUDING THE INSTITUTION OF LEGAL ACTION AGAINST
THIRD PARTIES, NECESSARY OR APPROPRIATE TO OBTAIN REIMBURSEMENT, PAYMENT OR
COMPENSATION FROM SUCH PERSONS RESPONSIBLE FOR THE PRESENCE OF ANY HAZARDOUS
SUBSTANCES AT, IN, ON, UNDER OR NEAR THE PROPERTY OR OTHERWISE OBLIGATED BY LAW
TO BEAR THE COST.
THE INDEMNIFIED PARTIES SHALL BE AND HEREBY ARE SUBROGATED TO
ALL OF INDEMNITOR'S RIGHTS NOW OR HEREAFTER IN SUCH CLAIMS.
14.
INDEMNITORS' REPRESENTATIONS AND WARRANTIES.
INDEMNITOR
REPRESENTS AND WARRANTS THAT:
(A)
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 SUCH INDEMNITOR HAS BEEN DULY AND VALIDLY
AUTHORIZED; AND ALL REQUISITE ACTION HAS BEEN TAKEN BY SUCH INDEMNITOR TO MAKE
THIS AGREEMENT VALID AND BINDING UPON SUCH INDEMNITOR, ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS;
(B)
ITS EXECUTION OF, AND COMPLIANCE WITH, THIS AGREEMENT WILL NOT
RESULT IN THE BREACH OF ANY TERM OR PROVISION OF THE CHARTER, BY-LAWS,
PARTNERSHIP, OPERATING OR TRUST AGREEMENT OR OTHER GOVERNING INSTRUMENT OF SUCH
INDEMNITOR OR RESULT IN THE BREACH OF ANY TERM OR PROVISION OF, OR CONFLICT WITH
OR CONSTITUTE A MATERIAL DEFAULT UNDER, OR RESULT IN THE ACCELERATION OF ANY
OBLIGATION UNDER, ANY AGREEMENT, INDENTURE OR LOAN OR CREDIT AGREEMENT OR OTHER
INSTRUMENT TO WHICH SUCH INDEMNITOR OR THE PROPERTY IS SUBJECT, OR RESULT IN THE
VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH SUCH
INDEMNITOR OR THE PROPERTY IS SUBJECT;
(C)
TO THE BEST OF SUCH INDEMNITOR'S KNOWLEDGE, THERE IS NO
ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING OR THREATENED AGAINST IT
WHICH, EITHER IN ANY ONE INSTANCE OR IN THE AGGREGATE, WHICH WOULD BE LIKELY TO
IMPAIR MATERIALLY THE ABILITY OF SUCH INDEMNITOR TO PERFORM 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;
12
(E)
TO THE BEST OF SUCH INDEMNITOR'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 PERSON, IS REQUIRED IN CONNECTION WITH THIS AGREEMENT; AND
(F)
THIS AGREEMENT CONSTITUTES A VALID, LEGAL AND BINDING
OBLIGATION OF SUCH INDEMNITOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE
TERMS HEREOF, SUBJECT TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS OF GENERAL
APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITY
PRINCIPLES.
15.
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.
16.
NOTICE OF LEGAL ACTIONS.
EACH PARTY HERETO SHALL, WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT THEREOF, GIVE WRITTEN NOTICE TO THE OTHER PARTY
HERETO OF (I) ANY NOTICE, ADVICE