any such
Borrower Entity's liabilities (other than to a de minimis extent) or decrease
any such Borrower Entity's rights (other than to a de minimis extent) with
respect to the Building Loan.
Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in such Assignment and
Acceptance Agreement, (x) such assignee shall be a Lender and (y) the assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it, or assumed by the assignee thereunder, pursuant to such
Assignment and Acceptance Agreement, relinquish its rights and be released from
its obligations under this Agreement and the other Building Loan Documents (and,
in the case of an Assignment and Acceptance Agreement covering all or the
remaining portion of an assignor's rights and obligations under this Agreement,
such assignor shall cease to be a Lender).
The Agent shall maintain a register
(the "Agent's Register") showing the identity of the Lenders from time to time,
and upon request from Borrower from time to time, shall supply Borrower with a
copy of the Agent's Register.
Agent acknowledges and confirms that as of the
date hereof, GMACCM is the only Lender.
Supplementing the foregoing, no entity
whose only interest in the Loans is a participation interest or a pledge or
other hypothecation (except to the extent such entity has foreclosed on such
pledge or other hypothecation) shall be considered, for any purpose hereunder, a
Lender.
138
(B)
SUBJECT TO SECTION 11.23 HEREOF, BORROWER ACKNOWLEDGES AND AGREES
THAT AGENT OR ANY LENDER MAY PROVIDE TO ANY POTENTIAL ASSIGNEE OR PARTICIPANT
ORIGINALS OR COPIES OF THIS AGREEMENT, ANY OTHER BUILDING LOAN DOCUMENTS AND ANY
OTHER DOCUMENTS, INSTRUMENTS, CERTIFICATES, OPINIONS, INSURANCE POLICIES,
LETTERS OF CREDIT, REPORTS, REQUISITIONS AND OTHER MATERIALS AND INFORMATION AT
ANY TIME SUBMITTED BY OR ON BEHALF OF ANY BORROWER ENTITY OR RECEIVED BY AGENT
AND/OR LENDERS IN CONNECTION WITH THE BUILDING LOAN.
AGENT AND EACH LENDER
AGREE THAT AS A CONDITION TO SUCH DISCLOSURE TO ANY SUCH ASSIGNEE OR
PARTICIPANT, AGENT OR SUCH LENDER SHALL USE REASONABLE EFFORTS TO CAUSE SUCH
ASSIGNEE OR PARTICIPANT TO AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL IN A
MANNER SUBSTANTIALLY SIMILAR TO SECTION 11.23 HEREOF.
IN ADDITION, BORROWER
AGREES TO COOPERATE IN ALL REASONABLE RESPECTS WITH AGENT AND/OR LENDERS IN THE
EXERCISE OF THEIR RESPECTIVE RIGHTS PURSUANT TO THIS SECTION 11.05, INCLUDING,
WITHOUT LIMITATION, PROVIDING SUCH INFORMATION AND DOCUMENTATION REGARDING
BORROWER ENTITIES, OR ANY OTHER PERSON AND THEIR BUSINESSES AND FINANCES AS
AGENT AND/OR LENDERS OR ANY POTENTIAL ASSIGNEE OR PARTICIPANT MAY REASONABLY
REQUEST AND MEETING WITH POTENTIAL ASSIGNEES AND PARTICIPANTS UPON REASONABLE
NOTICE.
SECTION 11.06
Successors and Assigns Included in Parties.
Whenever in this
Agreement one of the parties hereto is named or referred to, the heirs, legal
representatives, successors and assigns of such party shall be included
(including, without limitation, any Member succeeding Borrower to title to any
Unit pursuant to Section 7.50 hereof) and all covenants and agreements contained
in this Agreement by or on behalf