AT ANY REASONABLE TIMES UPON REASONABLE NOTICE; (C) THE
RIGHT, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, SECTION 5.1.11, TO RECEIVE MONTHLY, QUARTERLY AND YEAR END FINANCIAL
REPORTS, INCLUDING BALANCE SHEETS, STATEMENTS OF INCOME, SHAREHOLDER'S EQUITY
AND CASH FLOW, A MANAGEMENT REPORT AND SCHEDULES OF OUTSTANDING INDEBTEDNESS;
AND (D) THE RIGHT, WITHOUT RESTRICTING ANY OTHER RIGHTS OF LENDER UNDER THIS
AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO APPROVE ANY ACQUISITION BY BORROWER
OF ANY OTHER SIGNIFICANT PROPERTY (OTHER THAN PERSONAL PROPERTY REQUIRED FOR THE
DAY TO DAY OPERATION OF THE PROPERTY).
THE RIGHTS DESCRIBED ABOVE IN THIS
SECTION 10.24 MAY BE EXERCISED BY ANY ENTITY WHICH OWNS AND CONTROLS, DIRECTLY
OR INDIRECTLY, SUBSTANTIALLY ALL OF THE INTERESTS IN LENDER.
SECTION 10.25.
FUTURE FUNDING AND ASSIGNMENT.
BORROWER HEREBY
ACKNOWLEDGES THAT LENDER INTENDS TO TRANSFER THE NOTE AND THE OTHER LOAN
DOCUMENTS TO ONE OR MORE SPECIAL PURPOSE ENTITIES IN ONE OR MORE TRANSACTIONS
(COLLECTIVELY, WITH THEIR RESPECTIVE SUCCESSORS, ASSIGNS AND BENEFICIARIES, THE
"TRUST") IN CONNECTION WITH THE ISSUANCE OF SECURITIES.
IN CONNECTION WITH SUCH
TRANSFER, IT IS INTENDED THAT A PARTICIPATION AGREEMENT WILL BE EXECUTED AND
DELIVERED PURSUANT TO WHICH (I) SENIOR PARTICIPATION INTERESTS WILL BE CREATED
REPRESENTING A PORTION OF THE PRINCIPAL AMOUNT OF THE NOTE PREVIOUSLY ADVANCED,
AND (II) JUNIOR PARTICIPATION INTERESTS (THE "JUNIOR PARTICIPATIONS")
REPRESENTING BOTH FUNDED PORTIONS OF THE NOTE AND ALL FUTURE FUNDING OBLIGATIONS
UNDER THE NOTE.
THE JUNIOR PARTICIPATIONS WILL TRANSFERRED TO THIRD PARTIES (IN
SUCH CAPACITY, THE "JUNIOR HOLDERS"). THE DOCUMENTATION ASSOCIATED WITH THE NOTE
OBLIGATES LENDER TO MAKE FUTURE ADVANCES OF FUNDS TO BORROWER WITH RESPECT TO
THE PROPERTY (SUCH OBLIGATION, THE "FUTURE FUNDING OBLIGATIONS").
LENDER WILL
NOT TRANSFER THE FUTURE FUNDING OBLIGATIONS TO THE TRUST, BUT INSTEAD TO THE
JUNIOR HOLDERS.
BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT AND ITS
ACCEPTANCE OF THE LOAN ON THE DATE HEREOF IN ACCORDANCE WITH THE TERMS HEREOF,
BORROWER HEREBY ACKNOWLEDGES, CONFIRMS AND AGREES THAT; (I) THE NOTE WILL BE
TRANSFERRED TO THE TRUST; (II) JUNIOR PARTICIPATIONS WILL BE TRANSFERRED TO THE
JUNIOR HOLDERS; (III) FROM AND AFTER THE DATE OF TRANSFER TO THE JUNIOR HOLDERS,
THE FUTURE FUNDING OBLIGATIONS WILL BE SOLELY THE OBLIGATION OF THE APPLICABLE
JUNIOR HOLDERS, ON THE SAME TERMS AND CONDITIONS SPECIFIED IN THE NOTE AND THE
RELATED LOAN DOCUMENTS; AND (IV) BORROWER WILL NOT HAVE ANY RIGHT OF OFFSET OR
OTHER CLAIM AGAINST ANY TRUST (OR ITS ASSIGNS OR BENEFICIARIES) AS HOLDER OF THE
NOTE OR ANY INTEREST THEREIN IN CONNECTION WITH THE FUTURE FUNDING OBLIGATIONS
OR AGAINST ANY JUNIOR HOLDER, OTHER THAN WITH RESPECT TO THE FUTURE FUNDING
OBLIGATIONS ASSOCIATED WITH ITS JUNIOR PARTICIPATION.
191
SECTION 10.26.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF
WHICH COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AGREEMENT WITH THE SAME EFFECT
AS IF THE PARTIES HAD SIGNED THE SAME SIGNATURE PAGE.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
192
IN WITNESS WHEREOF, the parties hereto have