MEETINGS AT ANY
REASONABLE TIMES AND UPON REASONABLE ADVANCE NOTICE;
(B)
THE RIGHT, IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, TO EXAMINE THE BOOKS AND RECORDS OF EACH BORROWER 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 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; AND
(D)
THE RIGHT, WITHOUT RESTRICTING ANY OTHER
RIGHTS OF LENDER UNDER THIS AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO APPROVE
ANY ACQUISITION BY ANY BORROWER OF ANY OTHER SIGNIFICANT PROPERTY (OTHER THAN
(I) PERSONAL PROPERTY REQUIRED FOR THE DAY TO DAY OPERATION OF ANY PROPERTY AND
(II) TO THE EXTENT ANY SUCH ACQUISITION IS CONTEMPLATED IN THE APPROVED ANNUAL
BUDGET THEN IN EFFECT).
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, Participations and Assignment.
(A)
BORROWERS HEREBY ACKNOWLEDGE THAT LENDER
INTENDS, AT LENDER'S SOLE COST AND EXPENSE, 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.
WHETHER OR NOT ANY SUCH TRANSFER OCCURS, IT IS INTENDED THAT A PARTICIPATION
AGREEMENT (THE "PARTICIPATION AGREEMENT") WILL BE EXECUTED AND DELIVERED
PURSUANT TO WHICH (I) ONE OR MORE SENIOR PARTICIPATION INTERESTS WILL BE CREATED
REPRESENTING A PORTION OF THE PRINCIPAL AMOUNT OF THE NOTE PREVIOUSLY ADVANCED,
AND (II) ONE OR MORE JUNIOR PARTICIPATION INTERESTS (EACH, A "JUNIOR
PARTICIPATION") WILL BE CREATED WHICH MAY OR MAY NOT REPRESENT FUNDED PORTIONS
OF THE NOTE AND SHALL REPRESENT ALL FUTURE FUNDING OBLIGATIONS UNDER THE NOTE.
EACH JUNIOR PARTICIPATION WILL BE TRANSFERRED TO ONE OR MORE THIRD PARTIES (IN
SUCH CAPACITY, EACH, A "JUNIOR HOLDER").
THE DOCUMENTATION ASSOCIATED WITH THE
NOTE OBLIGATES LENDER TO MAKE FUTURE ADVANCES OF FUNDS TO BORROWERS WITH RESPECT
TO THE PROPERTIES (SUCH OBLIGATION, THE "FUTURE FUNDING OBLIGATIONS").
LENDER
WILL NOT TRANSFER THE FUTURE FUNDING OBLIGATIONS TO THE TRUST, BUT INSTEAD TO
ONE OR MORE 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, BORROWERS HEREBY ACKNOWLEDGE, CONFIRM AND AGREE THAT: (I) THE NOTE MAY
BE TRANSFERRED TO THE TRUST; (II) WHETHER OR NOT THE NOTE HAS BEEN OR EVER IS
TRANSFERRED TO THE TRUST, ANY AND ALL JUNIOR PARTICIPATIONS WILL BE TRANSFERRED
TO ONE OR MORE 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 HOLDER(S), ON THE SAME TERMS AND CONDITIONS SPECIFIED IN
THE NOTE AND THE RELATED LOAN DOCUMENTS; AND (IV) BORROWERS WILL NOT HAVE ANY
RIGHT OF OFFSET OR OTHER