TIME TO TIME, EACH LENDER WILL
CONTRIBUTE ITS PRO RATA SHARE OF ALL REASONABLE COSTS AND EXPENSES INCURRED BY
THE ADMINISTRATIVE AGENT PURSUANT TO THE APPROVED POST-FORECLOSURE PLAN IN
CONNECTION WITH THE CONSTRUCTION, OPERATION, MANAGEMENT, MAINTENANCE, LEASING
AND SALE OF THE PROPERTY.
IN ADDITION, THE ADMINISTRATIVE AGENT SHALL RENDER OR
CAUSE TO BE RENDERED TO EACH LENDER, ON A MONTHLY BASIS, AN INCOME AND EXPENSE
STATEMENT FOR THE PROPERTY, AND EACH LENDER SHALL PROMPTLY (BUT NO LATER THAN
FIVE (5) BUSINESS DAYS FROM RECEIPT OF SUCH STATEMENT) CONTRIBUTE ITS PRO RATA
SHARE OF ANY OPERATING LOSS FOR THE PROPERTY, AND SUCH OTHER EXPENSES AND
OPERATING RESERVES AS THE ADMINISTRATIVE AGENT SHALL DEEM REASONABLY NECESSARY
PURSUANT TO AND IN ACCORDANCE WITH THE APPROVED POST-FORECLOSURE PLAN.
TO THE
EXTENT THERE IS NET OPERATING INCOME FROM THE PROPERTY, THE ADMINISTRATIVE AGENT
SHALL, IN ACCORDANCE WITH THE APPROVED POST-FORECLOSURE PLAN, DETERMINE THE
AMOUNT AND TIMING OF DISTRIBUTIONS TO THE LENDERS.
ALL SUCH DISTRIBUTIONS SHALL
BE MADE TO THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
THE
LENDERS ACKNOWLEDGE AND AGREE THAT IF TITLE TO THE
PROPERTY IS OBTAINED BY THE
ADMINISTRATIVE AGENT OR ITS NOMINEE, THE PROPERTY WILL NOT BE HELD AS A
PERMANENT INVESTMENT BUT WILL BE LIQUIDATED AS SOON AS PRACTICABLE.
THE
ADMINISTRATIVE AGENT SHALL UNDERTAKE TO SELL THE
104
Property, at such price and upon such terms and conditions as the Requisite
Lenders reasonably shall determine to be most advantageous to the Lenders.
Any
purchase money mortgage or deed of trust taken in connection with the
disposition of the Property in accordance with the immediately preceding
sentence shall name the Administrative Agent, as agent for the Lenders, as the
beneficiary or mortgagee.
In such case, the Administrative Agent and the
Lenders shall enter into an agreement with respect to such purchase money
mortgage or deed of trust defining the rights of the Lenders in the same Pro
Rata Shares as provided hereunder, which agreement shall be in all material
respects similar to this Article 11
insofar as the same is appropriate or
applicable.
SECTION 11.5
APPROVALS OF LENDERS.
ALL COMMUNICATIONS FROM THE
ADMINISTRATIVE AGENT TO ANY LENDER REQUESTING SUCH LENDER'S DETERMINATION,
CONSENT, APPROVAL OR DISAPPROVAL (A) SHALL BE GIVEN IN THE FORM OF A WRITTEN
NOTICE TO SUCH LENDER, (B) SHALL BE ACCOMPANIED BY A DESCRIPTION OF THE MATTER
OR ISSUE AS TO WHICH SUCH DETERMINATION, APPROVAL, CONSENT OR DISAPPROVAL IS
REQUESTED, OR SHALL ADVISE SUCH LENDER WHERE INFORMATION, IF ANY, REGARDING SUCH
MATTER OR ISSUE MAY BE INSPECTED, OR SHALL OTHERWISE DESCRIBE THE MATTER OR
ISSUE TO BE RESOLVED, (C) SHALL INCLUDE, IF REASONABLY REQUESTED BY SUCH LENDER
AND TO THE EXTENT NOT PREVIOUSLY PROVIDED TO SUCH LENDER, WRITTEN MATERIALS AND
A SUMMARY OF ALL ORAL INFORMATION PROVIDED TO THE ADMINISTRATIVE AGENT BY
BORROWER IN RESPECT OF THE MATTER OR ISSUE TO BE RESOLVED, AND (D) SHALL INCLUDE
THE ADMINISTRATIVE AGENT'S RECOMMENDED COURSE OF ACTION OR DETERMINATION IN
RESPECT THEREOF.
UNLESS A LENDER SHALL GIVE WRITTEN NOTICE