PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY
WITHOUT THE PRIOR WRITTEN CONSENT OF TRANSFERORS, WHICH CONSENT MAY BE WITHHELD
IN TRANSFERORS' SOLE AND ABSOLUTE DISCRETION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 14, ACQUIRER MAY, WITHOUT THE CONSENT OF
TRANSFERORS, ASSIGN ALL OR ANY PORTION OF ITS RIGHTS AND DELEGATE ALL OR ANY
PORTION OF ITS OBLIGATIONS HEREUNDER TO ONE OR MORE AFFILIATES (AS HEREINAFTER
DEFINED) OF ACQUIRER, TO WHOM THE MEMBERSHIP INTERESTS SHALL BE ASSIGNED IN
ACCORDANCE WITH THIS AGREEMENT (SUCH ASSIGNEE, A "DESIGNEE").
IN CONNECTION
WITH ANY SUCH ASSIGNMENT OR DESIGNATION, SUCH DESIGNEE SHALL ASSUME IN WRITING
SUCH OF ACQUIRER'S OBLIGATIONS UNDER THIS AGREEMENT AS HAS BEEN ASSIGNED TO SUCH
DESIGNEE, HOWEVER, ACQUIRER SHALL NOT BE RELEASED FROM ANY OF ITS OBLIGATIONS
IMPOSED UPON IT HEREUNDER; INCLUDING, WITHOUT LIMITATION, THAT NO SUCH
ASSIGNMENT SHALL RELIEVE ACQUIRER FROM ITS OBLIGATIONS (I) TO ISSUE TO
CONTRIBUTORS THE OP UNITS AT CLOSING AND (II) TO INDEMNIFY CONTRIBUTORS FOR
INCOME TAX LIABILITY (AS HEREINAFTER DEFINED) ARISING UNDER SECTION 24.
DESIGNEE SHALL SUCCEED TO THE RIGHTS, REMEDIES AND INDEMNIFICATIONS TO WHICH
ACQUIRER IS ENTITLED HEREUNDER, TO THE EXTENT OF THE RIGHTS, REMEDIES AND
INDEMNIFICATIONS ASSIGNED TO DESIGNEE AND TO THE EXTENT THE FOREGOING SURVIVE
THE CLOSING.
ACQUIRER SHALL ADVISE LENDER OF THE NAME AND ORGANIZATIONAL
STRUCTURE OF ANY DESIGNEE PRIOR TO THE ASSIGNMENT OF THIS AGREEMENT.
FOR
PURPOSES OF THIS SECTION 14, THE CAPITALIZED TERM "AFFILIATE" MEANS (A) WITH
RESPECT TO THE
41
MEMBERSHIP INTERESTS BEING TRANSFERRED BY CONTRIBUTORS, ANY LIMITED LIABILITY
COMPANY OR OTHER ENTITY IN WHICH ACQUIRER OWNS, DIRECTLY OR INDIRECTLY (THROUGH
ONE OR MORE ENTITIES, EACH OF WHICH IS A DISREGARDED ENTITY FOR FEDERAL INCOME
TAX PURPOSES), ALL OF THE BENEFICIAL INTERESTS, AND WHICH IS A DISREGARDED
ENTITY FOR FEDERAL INCOME TAX PURPOSES AND (B) WITH RESPECT TO THE MEMBERSHIP
INTERESTS BEING TRANSFERRED BY THE TRANSFERORS OTHER THAN CONTRIBUTORS, ANY
ENTITY IN RESPECT OF WHICH ACQUIRER DIRECTLY OR INDIRECTLY POSSESSES DAY-TO-DAY
MANAGEMENT AUTHORITY.
NO CONSENT GIVEN BY TRANSFEROR TO ANY TRANSFER OR
ASSIGNMENT OF ACQUIRER'S RIGHTS OR OBLIGATIONS HEREUNDER, TO THE EXTENT REQUIRED
HEREUNDER, SHALL BE CONSTRUED AS A CONSENT TO ANY OTHER TRANSFER OR ASSIGNMENT
OF ACQUIRER'S RIGHTS OR OBLIGATIONS HEREUNDER.
ANY ASSIGNMENT IN VIOLATION OF
THIS SECTION 14 SHALL BE VOID AND OF NO FORCE OR EFFECT, IPSO FACTO, AB INITIO.
SECTION 15.
CASUALTY; CONDEMNATION.
15.1.
DAMAGE OR DESTRUCTION:
IF A "MATERIAL" PART (AS
HEREINAFTER DEFINED) OF THE PROPERTY IS DAMAGED OR DESTROYED BY FIRE OR OTHER
CASUALTY, TRANSFERORS SHALL NOTIFY ACQUIRER OF SUCH FACT AND ACQUIRER SHALL HAVE
THE OPTION TO TERMINATE THIS AGREEMENT UPON NOTICE TO TRANSFERORS GIVEN NOT
LATER THAN FIFTEEN (15) DAYS AFTER RECEIPT OF TRANSFERORS' NOTICE.
IF THIS
AGREEMENT IS SO TERMINATED, THE PROVISIONS OF SECTION 15.3 SHALL APPLY. IF
ACQUIRER DOES NOT ELECT TO TERMINATE THIS AGREEMENT, OR IF THERE IS DAMAGE TO OR
DESTRUCTION OF AN "IMMATERIAL" PART ("IMMATERIAL" IS HEREIN DEEMED TO BE ANY
DAMAGE OR DESTRUCTION WHICH IS NOT "MATERIAL", AS