AND ASSIGN ITS ENTIRE INTEREST IN THE LOAN
PURSUANT TO SECTION 13.22 HEREOF TO AN ELIGIBLE ASSIGNEE, REASONABLY APPROVED BY
AGENT, UPON PAYMENT BY SUCH ELIGIBLE ASSIGNEE OF THE ENTIRE PAR AMOUNT OF SUCH
LENDER'S INTEREST.
13.6
Agency Provisions
Relating to Collateral.
13.6.1
THE AGENT IS HEREBY AUTHORIZED ON BEHALF OF ALL LENDERS,
WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT FROM ANY LENDER, AT
ANY TIME AND FROM TIME TO TIME, TO TAKE ANY ACTION WITH RESPECT TO ANY
COLLATERAL FOR THE LOAN OR ANY LOAN DOCUMENT WHICH MAY BE NECESSARY TO PRESERVE
AND MAINTAIN SUCH COLLATERAL OR TO PERFECT AND MAINTAIN PERFECTED THE LIENS UPON
SUCH COLLATERAL GRANTED PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
13.6.2
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE AGENT SHALL
HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER OR TO ANY OTHER PERSON OR ENTITY TO
ASSURE THAT ANY COLLATERAL EXISTS OR IS OWNED BY BORROWER OR IS CARED FOR,
PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE LIENS GRANTED HEREIN OR
IN ANY OF THE OTHER LOAN DOCUMENTS OR PURSUANT HERETO OR THERETO HAVE BEEN
PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED
OR ARE ENTITLED TO ANY PARTICULAR PRIORITY.
13.6.3
SHOULD THE AGENT COMMENCE ANY PROCEEDING OR IN ANY WAY
SEEK TO ENFORCE THE AGENT'S OR THE LENDERS' RIGHTS OR REMEDIES UNDER THE LOAN
DOCUMENTS, IRRESPECTIVE OF WHETHER AS A RESULT THEREOF THE AGENT SHALL ACQUIRE
TITLE TO ANY COLLATERAL, EACH LENDER, UPON DEMAND THEREFOR FROM TIME TO TIME,
SHALL CONTRIBUTE ITS SHARE (BASED ON ITS PERCENTAGE) OF THE REASONABLE
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COSTS AND/OR EXPENSES OF ANY SUCH ENFORCEMENT OR ACQUISITION, INCLUDING, BUT NOT
LIMITED TO, FEES OF RECEIVERS OR TRUSTEES, COURT COSTS, TITLE COMPANY CHARGES,
FILING AND RECORDING FEES, APPRAISERS' FEES AND FEES AND EXPENSES OF ATTORNEYS
TO THE EXTENT NOT OTHERWISE REIMBURSED BY BORROWER.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH LENDER SHALL CONTRIBUTE ITS SHARE (BASED ON
ITS PERCENTAGE) OF ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE AGENT
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) IF THE AGENT EMPLOYS COUNSEL
FOR ADVICE OR OTHER REPRESENTATION (WHETHER OR NOT ANY SUIT HAS BEEN OR SHALL BE
FILED) WITH RESPECT TO ANY COLLATERAL FOR THE LOAN OR ANY PART THEREOF, OR ANY
OF THE LOAN DOCUMENTS, OR THE ATTEMPT TO ENFORCE ANY SECURITY INTEREST OR LIEN
ON ANY COLLATERAL, OR TO ENFORCE ANY RIGHTS OF THE AGENT OR THE LENDERS OR ANY
OF BORROWER'S OR ANY OTHER PARTY'S OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS,
BUT NOT WITH RESPECT TO ANY DISPUTE BETWEEN AGENT AND ANY OTHER LENDER(S).
IT
IS UNDERSTOOD AND AGREED THAT IN THE EVENT THE AGENT DETERMINES IT IS NECESSARY
TO ENGAGE COUNSEL FOR LENDER FROM AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT
OF DEFAULT, SAID COUNSEL SHALL BE SELECTED BY THE AGENT AND WRITTEN NOTICE OF
SUCH SELECTION, TOGETHER WITH A COPY OF SUCH COUNSEL'S ENGAGEMENT LETTER AND FEE
ESTIMATE, SHALL BE DELIVERED TO THE LENDERS.