of any power herein granted to the holders, but
will suffer and permit the execution of every such power as though no such law
had been enacted.
11.24
Certain Additional Rights of Lender.
Notwithstanding
anything to the contrary which may be contained in this Agreement, Lender shall
have:
(I)
THE RIGHT TO ROUTINELY CONSULT WITH
BORROWER'S MANAGEMENT REGARDING THE SIGNIFICANT BUSINESS ACTIVITIES AND BUSINESS
AND FINANCIAL DEVELOPMENTS OF BORROWER, PROVIDED, HOWEVER, THAT SUCH
CONSULTATIONS SHALL NOT INCLUDE DISCUSSIONS OF ENVIRONMENTAL COMPLIANCE PROGRAMS
OR DISPOSAL OF HAZARDOUS SUBSTANCES.
CONSULTATION MEETINGS SHOULD OCCUR ON A
REGULAR BASIS (NO LESS FREQUENTLY THAN QUARTERLY) WITH LENDER HAVING THE RIGHT
TO CALL SPECIAL MEETINGS AT ANY REASONABLE TIMES;
(II)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, TO EXAMINE THE BOOKS AND RECORDS OF BORROWER AT ANY TIME UPON
REASONABLE NOTICE;
(III)
THE RIGHT, IN ACCORDANCE WITH ARTICLE 6
HEREOF, 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;
(IV)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, TO RESTRICT FINANCING TO BE OBTAINED WITH RESPECT TO THE
COLLATERAL SO LONG AS ANY PORTION OF THE DEBT REMAINS OUTSTANDING;
(V)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING ANY SIMILAR RIGHT), TO
RESTRICT, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BORROWER'S AND OWNER'S
PAYMENTS OF MANAGEMENT, CONSULTING, DIRECTOR OR SIMILAR FEES TO AFFILIATES OF
BORROWER OR OWNER;
(VI)
THE RIGHT, IN ACCORDANCE WITH ARTICLE 6 HEREOF
(INCLUDING ANY SIMILAR RIGHT), TO APPROVE ANY OPERATING BUDGET AND/OR CAPITAL
BUDGET OF BORROWER OR OWNER;
(VII)
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
TO APPROVE ANY ACQUISITION BY BORROWER OR OWNER OF ANY OTHER SIGNIFICANT
PROPERTY (OTHER THAN PERSONAL PROPERTY REQUIRED FOR THE DAY TO DAY OPERATION OF
THE PROPERTY); AND
(VIII)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF LENDER
UNDER THIS AGREEMENT, TO RESTRICT THE TRANSFER OF INTERESTS IN BORROWER HELD BY
ITS MEMBERS, AND THE RIGHT TO RESTRICT THE TRANSFER OF INTERESTS IN SUCH MEMBER,
EXCEPT FOR ANY TRANSFER THAT IS A PERMITTED TRANSFER.
The rights described above may be exercised directly or indirectly by any Person
who has the authority to act of behalf of Lender.
76
11.25
Future Funding Obligations Notwithstanding anything to the
contrary contained herein (including the provisions of Sections 10.1.8, 11.19
and 11.21 hereof), the parties acknowledge that the obligations of the Lender
hereunder to fund the Additional Advances (the "Future Funding Obligations")
will be solely the obligation of Greenwich Capital Financial Products, Inc. and,
in connection with a Secondary Market Transaction, will not be transferred or
assigned to any subsequent holder of the Note (the "Holder"), including the
Servicer and any trust or trustee or substituted or successor trustee
established in connection with a Secondary Market Transaction.
Greenwich
Capital Financial Products, Inc. will have a participation interest in the Note
to the extent of any funds