Loan Responsibilities. The Co-Owners shall cause the Project to be maintained and shall otherwise conduct themselves in relation to the Project in accordance with the Ground Lease, Condominium, Property Management Agreement, Development Agreement, Leasing Agreement and the Loan Documents. Without limiting the foregoing, insofar as the Loan Documents require a Co-Owner to be a so-called special purpose bankruptcy remote entity (an “SPE”), each Co-Owner (and each Co-Owner by such Co-Owner’s acknowledgement and agreement set forth below) covenants and agrees to at all times maintain its status as such in accordance with the SPE requirements of the Loan Documents and the Co-Owners’ respective own operating agreements. No Co-Owner may transfer or encumber, or permit the transfer or encumbrance of, its membership interest except in compliance with the Agreement and in compliance with the Loan Documents. All rights, remedies, and indemnities of each Co-Owner against any other Co-Owner or in the Interests of any Co-Owner pursuant to this Agreement, at law, in equity, or otherwise, shall be subject to the Loan Documents and Lender’s rights under the Loan Documents. Furthermore, notwithstanding anything to the contrary herein, each Co-Owner agrees that it will not exercise any rights it may have against any other Co-Owner or in the Interests of any Co-Owner, whether such rights accrue pursuant to this Agreement, at law, in equity, or otherwise, if the exercise of such rights would violate the Loan Documents. Each Co-Owner shall join in this Agreement to acknowledge and agree to be bound by the terms, conditions, and obligations of this Section 3.02. To the extent that any Co-Owner or its affiliates breach or otherwise violate the transfer restrictions or other provisions contained in the Loan Documents, each such Co-Owner having read and understood the Loan Documents, such breaching Co-Owner hereby agrees to indemnify, defend and hold the other Co-Owners, and their affiliates acting in a capacity as guarantor under any of the Loan Documents, from any loss, cost, liability or damage which results from such breach or other violation of the Loan Documents by the breaching Co-Owner(s).
