OR CREDIT
AGREEMENT OR OTHER INSTRUMENT TO WHICH INDEMNITOR OR THE PROPERTY ARE SUBJECT,
OR RESULT IN THE VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR
DECREE TO WHICH THE INDEMNITOR OR THE PROPERTY ARE SUBJECT;
(E)
TO THE 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, MAY RESULT IN ANY MATERIAL ADVERSE CHANGE
IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION, PROPERTIES OR ASSETS OF
INDEMNITOR, OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT OR ABILITY OF INDEMNITOR
TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, OR IN ANY MATERIAL
LIABILITY ON THE PART OF INDEMNITOR, OR WHICH WOULD DRAW INTO QUESTION THE
VALIDITY OF THIS AGREEMENT OR OF ANY ACTION TAKEN OR TO BE TAKEN IN CONNECTION
WITH THE OBLIGATIONS OF INDEMNITOR CONTEMPLATED HEREIN, OR WHICH WOULD BE LIKELY
TO IMPAIR MATERIALLY THE ABILITY OF INDEMNITOR TO PERFORM UNDER THE TERMS OF
THIS AGREEMENT;
(F)
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;
(G)
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;
(H)
THIS AGREEMENT CONSTITUTES A VALID, LEGAL AND BINDING OBLIGATION
OF INDEMNITOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS HEREOF; AND
(I)
INDEMNITOR HAS FILED ALL FEDERAL, STATE, COUNTY, MUNICIPAL, AND
CITY INCOME AND OTHER TAX RETURNS REQUIRED TO HAVE BEEN FILED BY IT AND HAS PAID
ALL TAXES AND RELATED LIABILITIES WHICH HAVE BECOME DUE PURSUANT TO SUCH RETURNS
OR PURSUANT TO ANY ASSESSMENTS RECEIVED BY IT; INDEMNITOR DOES NOT KNOW OF ANY
BASIS FOR ANY ADDITIONAL ASSESSMENT IN RESPECT OF ANY SUCH TAXES AND RELATED
LIABILITIES FOR PRIOR YEARS.
10.
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.
6
11.
TRANSFER OF LOAN.
(A)
LENDER MAY, AT ANY TIME, SELL, TRANSFER OR ASSIGN THE NOTES, THE
MORTGAGES, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY OR ALL SERVICING
RIGHTS WITH RESPECT THERETO, OR GRANT PARTICIPATIONS THEREIN OR ISSUE MORTGAGE
PASS-THROUGH CERTIFICATES OR OTHER SECURITIES EVIDENCING A BENEFICIAL INTEREST
IN A RATED OR UNRATED PUBLIC OFFERING OR PRIVATE PLACEMENT (THE "SECURITIES").
LENDER MAY FORWARD TO EACH PURCHASER, TRANSFEREE, ASSIGNEE, SERVICER,
PARTICIPANT OR INVESTOR IN SUCH SECURITIES OR ANY CREDIT RATING AGENCY RATING
SUCH SECURITIES (THE FOREGOING ENTITIES HEREINAFTER COLLECTIVELY REFERRED TO AS
THE "INVESTOR") AND EACH PROSPECTIVE INVESTOR, ALL DOCUMENTS AND INFORMATION
(INCLUDING FINANCIAL INFORMATION) BUT NOT LIMITED TO, WHICH LENDER NOW HAS OR
MAY HEREAFTER ACQUIRE RELATING TO INDEMNITOR AND THE PROPERTY, WHETHER FURNISHED
BY INDEMNITOR, ANY GUARANTOR, OR OTHERWISE, AS LENDER DETERMINES NECESSARY OR
DESIRABLE.
(B)
UPON ANY TRANSFER OR PROPOSED TRANSFER CONTEMPLATED ABOVE AND