BORROWER SHALL DELIVER TO SERVICER DUPLICATE ORIGINALS OF ALL
NOTICES AND OTHER INSTRUMENTS WHICH BORROWER MAY OR SHALL BE REQUIRED TO DELIVER
TO LENDER PURSUANT TO THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS (AND
NO DELIVERY OF SUCH NOTICES OR OTHER INSTRUMENTS BY BORROWER SHALL BE OF ANY
FORCE OR EFFECT UNLESS DELIVERED TO LENDER AND SERVICER AS PROVIDED ABOVE).
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SECTION 11.25
JOINT AND SEVERAL LIABILITY.
IF MORE THAN ONE PERSON HAS
EXECUTED THIS AGREEMENT AS "BORROWER," THE REPRESENTATIONS, COVENANTS,
WARRANTIES AND OBLIGATIONS OF ALL SUCH PERSONS HEREUNDER SHALL BE JOINT AND
SEVERAL.
SECTION 11.26
CREATION OF SECURITY INTEREST.
NOTWITHSTANDING ANY OTHER
PROVISION SET FORTH IN THIS AGREEMENT, THE NOTE, THE MORTGAGE OR ANY OF THE
OTHER LOAN DOCUMENTS, LENDER MAY AT ANY TIME CREATE A SECURITY INTEREST IN ALL
OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT, THE NOTE, THE MORTGAGE AND
ANY OTHER LOAN DOCUMENT (INCLUDING, WITHOUT LIMITATION, THE ADVANCES OWING TO
IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH REGULATION A OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 11.27
ASSIGNMENTS AND PARTICIPATIONS.
(A)
THE LENDER MAY ASSIGN TO ONE OR MORE PERSONS ALL OR A PORTION OF
ITS RIGHTS AND OBLIGATIONS UNDER THIS LOAN AGREEMENT.
(B)
UPON SUCH EXECUTION AND DELIVERY, FROM AND AFTER THE EFFECTIVE
DATE SPECIFIED IN THE ASSIGNMENT AND ACCEPTANCE AGREEMENT, THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND HAVE THE RIGHTS AND OBLIGATIONS OF LENDER
HEREUNDER.
(C)
LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE PERSONS IN OR TO ALL
OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LOAN AGREEMENT; PROVIDED,
HOWEVER, THAT (I) LENDER'S OBLIGATIONS UNDER THIS LOAN AGREEMENT SHALL REMAIN
UNCHANGED, (II) LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) LENDER SHALL REMAIN THE
HOLDER OF ANY NOTE FOR ALL PURPOSES OF THIS LOAN AGREEMENT AND (IV) BORROWER
SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH LENDER IN CONNECTION WITH
LENDER'S RIGHTS AND OBLIGATIONS UNDER AND IN RESPECT OF THIS LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(D)
LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR
PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION 11.27, DISCLOSE TO
THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, AS THE CASE MAY
BE, ANY INFORMATION RELATING TO BORROWER OR ANY OF ITS AFFILIATES OR TO ANY
ASPECT OF THE LOAN THAT HAS BEEN FURNISHED TO THE LENDER BY OR ON BEHALF OF
BORROWER OR ANY OF ITS AFFILIATES.
[NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
duly executed by their duly authorized representatives, all as of the day and
year first above written.
BORROWER:
10/120 SOUTH RIVERSIDE FEE LLC,
a Delaware limited liability company
By:
BCSP IV Illinois Manager LLC, a Delaware
limited liability company, its manager
By:
BCSP IV U.S. Investments, L.P., a Delaware limited
partnership, its sole member
By:
BCSP REIT IV,