AGENT
REQUESTS A LENDER'S CONSENT PURSUANT TO THIS SECTION 11.5(B) AND AGENT DOES NOT
RECEIVE THE LENDER'S WRITTEN RESPONSE WITHIN TEN (10) BUSINESS DAYS OF THE
REQUEST THEREFOR, SUCH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO THE ACTION
PROPOSED IN SUCH REQUEST. BORROWER MAY RELY ON ANY INSTRUMENT EXECUTED BY AGENT
ON BEHALF OF LENDERS AS BINDING LENDERS WITHOUT BEING REQUIRED TO MAKE FURTHER
INQUIRY.
106
(C)
INSTRUCTIONS FROM LENDERS.
AGENT MAY AT ANY TIME REQUEST
INSTRUCTIONS FROM LENDERS WITH RESPECT TO ANY ACTIONS, CONSENTS, WAIVERS OR
APPROVALS WHICH, BY THE TERMS OF ANY OF THE LOAN DOCUMENTS, AGENT IS PERMITTED
OR REQUIRED TO TAKE OR TO GRANT, AND AGENT SHALL BE ABSOLUTELY ENTITLED TO
REFRAIN FROM TAKING ANY ACTION OR TO WITHHOLD ANY APPROVAL, CONSENT OR WAIVER
AND SHALL NOT BE UNDER ANY LIABILITY WHATSOEVER TO ANY PERSON FOR REFRAINING
FROM ANY ACTION OR WITHHOLDING ANY APPROVAL, CONSENT OR WAIVER UNDER ANY OF THE
LOAN DOCUMENTS UNTIL AGENT SHALL HAVE RECEIVED SUCH INSTRUCTIONS.
(D)
POST-DEFAULT PLAN.
IN THE EVENT THAT ALL OR ANY PORTION OF THE
PROPERTIES ARE ACQUIRED BY AGENT AS THE RESULT OF THE EXERCISE OF ANY REMEDIES
UNDER THE LOAN DOCUMENTS, OR IS RETAINED IN SATISFACTION OF ALL OR ANY PART OF
BORROWER'S OBLIGATIONS THEREUNDER, AT AGENT'S ELECTION, TITLE TO SAME SHALL BE
HELD IN THE NAME OF ONE OR MORE OF AGENT OR A NOMINEE OR SUBSIDIARY OF AGENT, AS
AGENT, FOR THE RATABLE BENEFIT OF AGENT AND LENDERS (PLUS, WITH RESPECT TO EACH
OF AGENT AND ANY APPLICABLE LENDER, ANY EXCLUDED SUM DUE AND PAYABLE TO AGENT OR
SUCH LENDERS).
AGENT SHALL PREPARE A RECOMMENDED COURSE OF ACTION FOR THE
OPERATION AND DISPOSITION OF THE PROPERTIES (THE "POST-DEFAULT PLAN"), WHICH
SHALL BE SUBJECT TO THE APPROVAL OF THE REQUISITE LENDERS, WHICH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD.
AGENT SHALL ADMINISTER, OPERATE AND DISPOSE OF
THE PROPERTIES SUBSTANTIALLY IN ACCORDANCE WITH THE POST-DEFAULT PLAN, AND UPON
DEMAND THEREFOR FROM TIME TO TIME, EACH LENDER WILL CONTRIBUTE ITS SHARE (BASED
ON ITS PRO RATA SHARE) OF ALL COSTS AND EXPENSES INCURRED BY AGENT PURSUANT TO
THE POST-DEFAULT PLAN, INCLUDING ANY OPERATING LOSSES, EMERGENCY EXPENSES AND
ALL NECESSARY RESERVES.
TO THE EXTENT THERE IS NET OPERATING INCOME FROM THE
OPERATION OF THE PROPERTIES, AGENT SHALL, IN ACCORDANCE WITH THE POST-DEFAULT
PLAN, DETERMINE THE AMOUNT AND TIMING OF DISTRIBUTIONS TO AGENT AND LENDERS.
ALL SUCH DISTRIBUTIONS SHALL BE MADE TO LENDERS IN ACCORDANCE WITH THE TERMS OF
SECTION 11.3 HEREOF.
(E)
DEEMED CONSENT.
IN THE EVENT THAT AGENT REQUESTS A LENDER'S
CONSENT PURSUANT TO SECTION 11.5(B) OR SECTION 12.11 HEREOF AND AGENT DOES NOT
RECEIVE THE LENDER'S WRITTEN RESPONSE WITHIN TEN (10) BUSINESS DAYS OF THE
REQUEST THEREFOR, OR SUCH SHORTER PERIOD THAT AGENT IN THE EXERCISE OF ITS
REASONABLE BUSINESS JUDGMENT DETERMINES IS NECESSARY UNDER THE CIRCUMSTANCES,
SUCH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO THE ACTION OR DETERMINATION
PROPOSED IN SUCH REQUEST.
ALL SUCH REQUESTS FOR CONSENT FROM AGENT TO LENDERS
SHALL (I)