Preview | Participation Agreement |

THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS
WHICH ARE PARTIES HERETO FROM TIME TO TIME,
as the Credit Lenders,

THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS
WHICH ARE PARTIES HERETO FROM TIME TO TIME,
as the Mortgage Lenders,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Agent for the Primary Financing Parties and,
respecting the Security Documents, as the Agent for the Secured Parties

TABLE OF CONTENTS


			Page
SECTION 1.		THE FINANCING		1
SECTION 2.		[RESERVED]		1
SECTION 3.		SUMMARY OF TRANSACTIONS		2
	3.1.	Operative Agreements		2
	3.2.	Property Purchase		2
	3.3.	Construction of Improvements; Commencement of Basic Rent		2
SECTION 4.		THE CLOSING		2
	4.1.	Closing Date		2
	4.2.	Closing Date; Construction Advances		2
SECTION 5.		FUNDING OF ADVANCES; CONDITIONS PRECEDENT; REPORTING REQUIREMENTS ON COMPLETION DATE; THE LESSEES DELIVERY OF NOTICES; RESTRICTIONS ON LIENS		3
	5.1.	General		3
	5.2.	Procedures for Funding		3
	5.3.	Conditions Precedent for the Lessee, the Agent and the Primary Financing Parties Relating to the Closing Date		5
	5.4.	Conditions Precedent for the Lessee, the Agent and the Primary Financing Parties Relating to the Advance of Funds after the Closing Date and prior to the Commencement Date for the Lease		10
	5.5.	Additional Reporting and Delivery Requirements on Completion Date		12
	5.6.	The Construction Agent Delivery of Construction Budget Modifications		13
	5.7.	Restrictions on Liens		13
	5.8.	[Reserved]		13
	5.9.	Additional Improvements for the Property		13
	5.10.	Payments		14
	5.11.	Liquid Collateral		14
	5.12.	Unilateral Right to Increase the Lessor Commitments and the Lender Commitments		16
	5.13.	[Reserved]		16
	5.14.	Lease Commencement Upon Completion		16
	5.15.	[Reserved]		16
	5.16.	Overdue Amounts		16
	5.17.	Cap on Construction Advance for Construction Agent Reimbursement		16
	5.18.	Release of Liens Concerning Non-Integral Equipment		17
	5.19.	Replacement of Intermediary		17
	5.20.	Post Closing Delivery of Certain Legal Opinions		17
SECTION 5A.		LESSOR ADVANCE		17
	5A.1.	Procedure for Lessor Advance		17
	5A.2.	Lessor Yield		18
	5A.3.	Scheduled Return of Lessor Advance		18
	5A.4.	Early Return of Lessor Advance		18


			Page
	5A.5.	Conversion and Continuation Options		19
	5A.6.	Computation of Lessor Yield		20
SECTION 6.		REPRESENTATIONS AND WARRANTIES		21
	6.1.	Representations and Warranties of the Borrower		21
	6.2.	Representations and Warranties of the Lessee		23
SECTION 7.		PAYMENT OF CERTAIN EXPENSES		31
	7.1.	Transaction Expenses		31
	7.2.	No Broker, etc.		32
	7.3.	Certain Fees and Expenses		32
	7.4.	Unused Fee		32
	7.5.	Administrative Fee		32
	7.6.	Structuring Fee		33
	7.7.	Payment Source for Various Transaction Expenses		33
SECTION 8.		OTHER COVENANTS AND AGREEMENTS		33
	8.1.	Cooperation with the Construction Agent or the Lessee		33
	8.2.	Covenants of the Lessor		33
	8.3.	The Lessee Covenants, Consent and Acknowledgment		36
	8.3A	Additional Covenants of the Lessee		44
	8.4.	Sharing of Certain Payments		45
	8.5.	Grant of Easements, etc.		45
	8.6.	Appointment of the Agent by the Primary Financing Parties		45
	8.6A.	Appointment of the Lessor by the Secured Parties		50
	8.7.	Collection and Allocation of Payments and Other Amounts; Special Provision Regarding Post-Expiration Date Sales		50
	8.8.	Release of the Property, etc.		55
	8.9.	Limitation of Lessors Obligations		55
	8.10.	No Representations or Warranties as to the Property or Operative Agreements		57
	8.11.	Reliance; Advice of Counsel		57
	8.12.	Access to Property for the Construction Agent		57
	8.13.	[Reserved]		58
	8.14.	Non-Disturbance		58
	8.15.	Payment of Appraiser Expenses		58
SECTION 9.		RIGHTS UNDER THE CREDIT AGREEMENTS		58
SECTION 10.		TRANSFER OF INTEREST		59
	10.1.	Restrictions on Transfer		59
	10.2.	Effect of Transfer		61
SECTION 11.		INDEMNIFICATION		61
	11.1.	General Indemnity		61
	11.2.	General Tax Indemnity		65
	11.3.	Increased Costs, Loan Adequacy; Illegality, etc.		70
	11.4.	Funding/Contribution Indemnity		71
	11.5.	EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT LIABILITY, ETC.		72


			Page
	11.6.	Additional Provisions Regarding Environmental Indemnification		72
	11.7.	Indemnity Prior to Completion Date		72
SECTION 12.		MISCELLANEOUS		73
	12.1.	Survival of Agreements		73
	12.2.	Notices

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