by the provisions of this Loan
Agreement and will perform in accordance with its terms all the obligations
which by the terms of this Loan Agreement are required to be performed by it as
a Lender.
Each Lender acknowledges that it has, independently and without
reliance upon Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Loan Agreement.
Each Lender also acknowledges that
it will, independently and without reliance upon Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking any
action under this Loan Agreement.
SECTION 11.5.
Loan.
(A)
AMENDMENTS AND MODIFICATIONS; EXERCISE OF RIGHTS AND REMEDIES.
SUBJECT TO SECTION 11.5(B) HEREOF, AGENT RESERVES THE RIGHT, IN ITS DISCRETION,
IN EACH INSTANCE WITHOUT PRIOR NOTICE TO LENDERS, (I) TO EXERCISE OR REFRAIN
FROM EXERCISING ANY POWERS OR RIGHTS WHICH AGENT OR LENDERS MAY HAVE UNDER OR
WITH RESPECT TO THE NOTE, THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT,
(II) TO ENFORCE OR FORBEAR FROM ENFORCING THE LOAN DOCUMENTS, (III) TO GRANT OR
WITHHOLD CONSENTS, APPROVALS OR WAIVERS AND TO MAKE ANY OTHER DETERMINATIONS IN
CONNECTION WITH THE LOAN AND THE LOAN DOCUMENTS, (IV) TO AMEND OR MODIFY THE
LOAN DOCUMENTS, (V) TO ACQUIRE ADDITIONAL SECURITY OR RELEASE ANY SECURITY GIVEN
WITH RESPECT TO THE LOAN, (VI) TO COLLECT ALL SUMS DUE UNDER THE LOAN DOCUMENTS,
(VII) TO DECLARE THE LOAN DUE AND PAYABLE WHEN PERMITTED TO DO SO PURSUANT TO
THE TERMS OF THE LOAN DOCUMENTS, (VIII) TO ENFORCE THE LOAN DOCUMENTS, (IX) TO
TAKE POSSESSION OF, FORECLOSE OR ACCEPT A DEED AND/OR ASSIGNMENT OF THE
COLLATERAL OR ANY PORTION THEREOF IN LIEU OF FORECLOSURE, (X) TO SELL, DISPOSE
OF OR OTHERWISE DEAL WITH THE OWNERSHIP AND OPERATION OF THE COLLATERAL, (XI) TO
BID AT FORECLOSURE OF THE MORTGAGE SUCH AMOUNT AS AGENT SHALL DETERMINE IN ITS
DISCRETION, AND (XII) TO EXERCISE OR DETERMINE NOT TO EXERCISE ALL POWERS WHICH
ARE INCIDENTAL TO ANY OF THE FOREGOING.
(B)
RESTRICTIONS OF POWER OF AGENT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN SECTION 11.5(A) HEREOF OR ELSEWHERE IN THIS LOAN
AGREEMENT, AGENT SHALL NOT WITHOUT THE PRIOR CONSENT OF ALL LENDERS, AGREE TO
ANY AMENDMENT TO OR WAIVER OF ANY OF THE TERMS OR CONDITIONS OF THE NOTE, THIS
LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT WHICH WOULD (V) EXTEND THE TIME FOR
ANY PAYMENTS OF INTEREST OR PRINCIPAL, INCLUDING THE MATURITY DATE, (W) REDUCE
THE RATE OF INTEREST PAYABLE PURSUANT TO THIS LOAN AGREEMENT, (X) INCREASE THE
PRINCIPAL AMOUNT OF THE LOAN, (Y) RELEASE ANY MATERIAL PORTION OF THE COLLATERAL
GRANTED UNDER THE LOAN DOCUMENTS EXCEPT AS REQUIRED HEREUNDER OR THEREUNDER, OR
(Z) RELEASE BORROWER, GUARANTOR OR ANY OTHER GUARANTOR OF THE LOAN FROM ANY OF
THEIR MATERIAL OBLIGATIONS WITH RESPECT TO THE LOAN.
IN THE EVENT THAT