THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS, BROKERS,
UNDERWRITERS, PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OTHER THAN INLAND COMMERCIAL
MORTGAGE CORP.
BORROWER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD LENDER
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF
ANY KIND (INCLUDING LENDER'S REASONABLE ATTORNEYS' FEES AND EXPENSES) IN ANY WAY
RELATING TO OR ARISING FROM A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON
BEHALF OF BORROWER OR LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN.
THE PROVISIONS OF THIS SECTION 10.21 SHALL SURVIVE THE EXPIRATION AND
TERMINATION OF THIS LOAN AGREEMENT AND THE PAYMENT OF THE DEBT.
SECTION 10.22
PRIOR AGREEMENTS.
THIS LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO
AND THERETO IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND
ALL PRIOR AGREEMENTS OR UNDERSTANDINGS AMONG OR BETWEEN SUCH PARTIES, WHETHER
ORAL OR WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND UNLESS SPECIFICALLY SET FORTH IN A WRITING
CONTEMPORANEOUS HEREWITH THE TERMS, CONDITIONS AND PROVISIONS OF SUCH PRIOR
AGREEMENT DO NOT SURVIVE EXECUTION OF THIS LOAN AGREEMENT.
SECTION 10.23
SALE OF LOAN.
LENDER, AT ANY TIME AND
WITHOUT THE CONSENT OF BORROWER OR INDEMNITOR, MAY GRANT PARTICIPATION IN OR
SELL, TRANSFER, ASSIGN AND CONVEY ALL OR ANY PORTION OF ITS RIGHT, TITLE AND
INTEREST IN AND TO THE LOAN, THE SERVICING OF THE LOAN, THIS LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS, ANY GUARANTIES GIVEN IN CONNECTION WITH THE LOAN AND
ANY COLLATERAL GIVEN TO SECURE THE LOAN.
BORROWER COVENANTS TO COOPERATE WITH
LENDER'S EFFORTS IN THE SECURITIZATION OF THE LOAN; SUCH COOPERATION INCLUDES
BORROWER'S OBLIGATION TO (A) MAKE NON-MATERIAL MODIFICATIONS OF THE LOAN
DOCUMENTS (SUCH MODIFICATIONS SHALL NOT (I) INCREASE THE AMOUNT OF THE
INDEBTEDNESS, (II) CHANGE THE SCHEDULE AND/OR THE AMOUNT OF THE MONTHLY PAYMENT
AND (III) CHANGE THE INTEREST RATE), (B) PROVIDE ADDITIONAL INFORMATION
REGARDING BORROWER'S FINANCIAL STATEMENTS, (C) DELIVER UPDATED INFORMATION
REGARDING BORROWER AND THE PROPERTY, (D) COOPERATE WITH ANY THIRD PARTIES,
INCLUDING, BUT NOT LIMITED TO, RATING AGENCIES AND POTENTIAL INVESTORS TO
FACILITATE THE RATING AND SECURITIZATION OF THE LOAN, (E) REVIEW LENDER'S
SECURITIZATION OFFERING MATERIALS TO THE EXTENT SUCH MATERIALS RELATE TO
BORROWER, THE PROPERTY OR THE LOAN AND (F) RESPOND TO ANY INQUIRIES OF LENDER OR
OTHER PARTY RELATING THERETO.
BORROWER AGREES TO REPRESENT AND WARRANT THE
ABSENCE OF MISSTATEMENTS AND/OR OMISSIONS IN THE INFORMATION RELATING TO
BORROWER, THE PROPERTY AND THE LOAN THAT IS CONTAINED IN THE OFFERING MATERIALS
AND WHICH HAS
78
BEEN FURNISHED TO OR APPROVED BY BORROWER.
BORROWER SHALL NOT BE LIABLE FOR
LENDER'S POST-CLOSING COSTS INCURRED PURSUANT TO ANY SECURITIZATION OF THE LOAN
BY LENDER.
SECTION 10.24
CUSTOMER IDENTIFICATION - USA PATRIOT ACT
NOTICE.
LENDER HEREBY NOTIFIES BORROWER THAT PURSUANT TO THE REQUIREMENTS OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56, SIGNED INTO LAW OCTOBER 26,
2001), AS AMENDED (THE