SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE, IF ANY, AS
AGENT IS REQUIRED TO PAY TO BORROWERS OR SUCH OTHER PERSON, WITHOUT SET-OFF,
COUNTERCLAIM OR DEDUCTION OF ANY KIND.
(C)
DEFAULTING LENDERS.
THE FAILURE OF ANY LENDER (A "DEFAULTING
LENDER") TO MAKE ANY PAYMENT REQUIRED BY IT HEREUNDER ON THE DATE SPECIFIED
THEREFOR SHALL NOT RELIEVE ANY OTHER LENDER (EACH SUCH OTHER LENDER, AN "OTHER
LENDER") OF ITS OBLIGATIONS TO MAKE SUCH PAYMENT OR PURCHASE SUCH PARTICIPATION
ON SUCH DATE, BUT NEITHER ANY OTHER LENDER NOR AGENT SHALL BE RESPONSIBLE FOR
THE FAILURE OF ANY DEFAULTING LENDER TO PURCHASE A PARTICIPATION OR MAKE ANY
OTHER PAYMENT REQUIRED HEREUNDER.
NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO
THE CONTRARY, A DEFAULTING LENDER SHALL NOT HAVE ANY VOTING OR CONSENT RIGHTS
UNDER OR WITH RESPECT TO ANY LOAN DOCUMENT OR CONSTITUTE A "LENDER" (OR BE
INCLUDED IN THE CALCULATION OF "REQUISITE LENDERS" HEREUNDER) FOR ANY VOTING OR
CONSENT RIGHTS UNDER OR WITH RESPECT TO ANY LOAN DOCUMENT.
WITH BORROWERS'
CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), AGENT OR A PERSON
REASONABLY ACCEPTABLE TO AGENT, INCLUDING WITHOUT LIMITATION AN OTHER LENDER,
SHALL HAVE THE RIGHT WITH AGENT'S CONSENT AND IN AGENT'S SOLE DISCRETION (BUT
SHALL HAVE NO OBLIGATION) TO PURCHASE FROM ANY DEFAULTING LENDER, AND EACH
DEFAULTING LENDER AGREES THAT IT SHALL, AT AGENT'S REQUEST, SELL AND ASSIGN TO
AGENT OR SUCH PERSON, SUCH DEFAULTING LENDER'S PRO RATA SHARE FOR AN AMOUNT
EQUAL TO THE PRINCIPAL BALANCE OF THE LOAN ALLOCABLE TO SUCH LENDER AND ALL
ACCRUED INTEREST AND FEES WITH RESPECT THERETO THROUGH THE DATE OF SALE, SUCH
PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO AN EXECUTED ASSIGNMENT AND
ACCEPTANCE.
57
(D)
DISSEMINATION OF INFORMATION.
AGENT SHALL USE REASONABLE EFFORTS
TO PROVIDE LENDERS WITH ANY NOTICE OF DEFAULT RECEIVED BY AGENT FROM, OR
DELIVERED BY AGENT TO, ANY BORROWER, WITH NOTICE OF ANY EVENT OF DEFAULT OF
WHICH AGENT HAS ACTUALLY BECOME AWARE AND WITH NOTICE OF ANY ACTION TAKEN BY
AGENT FOLLOWING ANY EVENT OF DEFAULT; PROVIDED, HOWEVER, THAT AGENT SHALL NOT BE
LIABLE TO ANY LENDER FOR ANY FAILURE TO DO SO, EXCEPT TO THE EXTENT THAT SUCH
FAILURE IS ATTRIBUTABLE TO AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
LENDERS ACKNOWLEDGE THAT BORROWERS ARE REQUIRED TO PROVIDE FINANCIAL STATEMENTS
TO LENDERS IN ACCORDANCE WITH SECTION 5.10 HERETO AND AGREE THAT AGENT SHALL NOT
HAVE A DUTY TO PROVIDE THE SAME TO LENDERS.
(E)
ACTIONS IN CONCERT.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, EACH LENDER HEREBY AGREES WITH EACH OTHER LENDER THAT NO LENDER
SHALL TAKE ANY ACTION TO PROTECT OR ENFORCE ITS RIGHTS ARISING OUT OF THIS
AGREEMENT, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING EXERCISING ANY
RIGHTS OF SET-OFF) WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT OF AGENT
AND REQUISITE LENDERS, IT BEING THE INTENT OF LENDERS THAT ANY SUCH ACTION TO
PROTECT OR ENFORCE SUCH RIGHTS SHALL BE TAKEN IN CONCERT AND AT THE DIRECTION OR
WITH THE CONSENT OF AGENT.
SECTION