THE LENDERS OR TO ANY OTHER PERSON TO ASSURE THAT THE PROPERTY EXISTS OR IS
OWNED BY THE BORROWER, ANY OTHER LOAN PARTY OR IS CARED FOR, PROTECTED OR
INSURED OR THAT THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT HEREIN OR PURSUANT
HERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED,
PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY, OR TO EXERCISE
OR
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to continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or
available to the Administrative Agent in this Section or in any of the Loan
Documents, it being understood and agreed that in respect of the Property, or
any act, omission or event related thereto, the Administrative Agent may act in
any manner it may deem appropriate, in its sole discretion, and that the
Administrative Agent shall have no duty or liability whatsoever to the Lenders,
except to the extent resulting from its gross negligence or willful misconduct.
(E)
THE ADMINISTRATIVE AGENT MAY MAKE, AND SHALL BE REIMBURSED BY
THE LENDERS (IN ACCORDANCE WITH THEIR PRO RATA SHARES) TO THE EXTENT NOT
REIMBURSED BY THE BORROWER FOR, PROTECTIVE ADVANCES WITH RESPECT TO THE PROPERTY
UP TO THE SUM OF (I) AMOUNTS EXPENDED TO PAY PROPERTY TAXES IMPOSED UPON THE
PROPERTY; (II) AMOUNTS EXPENDED TO PAY INSURANCE PREMIUMS RELATED TO THE
PROPERTY; AND (III) $500,000.
PROTECTIVE ADVANCES IN EXCESS OF SAID SUM FOR THE
PROPERTY SHALL REQUIRE THE CONSENT OF THE REQUISITE LENDERS.
THE BORROWER
AGREES TO PAY ON DEMAND ALL PROTECTIVE ADVANCES.
SECTION 11.4
POST FORECLOSURE PLANS.
IF ALL OR ANY PORTION OF THE
PROPERTY IS ACQUIRED BY THE ADMINISTRATIVE AGENT AS A RESULT OF A FORECLOSURE OR
THE ACCEPTANCE OF A DEED OR ASSIGNMENT IN LIEU OF FORECLOSURE, OR IS RETAINED IN
SATISFACTION OF ALL OR ANY PART OF THE DEBT, THE TITLE TO THE PROPERTY, OR ANY
PORTION THEREOF, SHALL BE HELD IN THE NAME OF THE ADMINISTRATIVE AGENT OR A
NOMINEE OR SUBSIDIARY OF THE ADMINISTRATIVE AGENT, AS AGENT, FOR THE RATABLE
BENEFIT OF ALL LENDERS.
THE ADMINISTRATIVE AGENT SHALL PREPARE A RECOMMENDED
COURSE OF ACTION FOR THE PROPERTY (A "POST-FORECLOSURE PLAN"), WHICH SHALL BE
SUBJECT TO THE APPROVAL OF THE REQUISITE LENDERS.
IN ACCORDANCE WITH THE
APPROVED POST-FORECLOSURE PLAN, THE ADMINISTRATIVE AGENT SHALL MANAGE, OPERATE,
REPAIR, ADMINISTER, COMPLETE, CONSTRUCT, RESTORE OR OTHERWISE DEAL WITH THE
PROPERTY ACQUIRED, AND SHALL ADMINISTER ALL TRANSACTIONS RELATING THERETO,
INCLUDING, WITHOUT LIMITATION, EMPLOYING A PROPERTY MANAGER, LEASING AGENT AND
OTHER AGENTS, CONTRACTORS AND EMPLOYEES, INCLUDING AGENTS FOR THE SALE OF THE
PROPERTY, AND THE COLLECTING OF RENTS AND OTHER SUMS FROM THE PROPERTY AND
PAYING THE EXPENSES OF SUCH PROPERTY.
ACTIONS TAKEN BY THE ADMINISTRATIVE AGENT
WITH RESPECT TO THE PROPERTY, WHICH ARE NOT SPECIFICALLY PROVIDED FOR IN THE
APPROVED POST-FORECLOSURE PLAN OR REASONABLY INCIDENTAL THERETO, SHALL REQUIRE
THE WRITTEN CONSENT OF THE REQUISITE LENDERS BY WAY OF SUPPLEMENT TO SUCH
POST-FORECLOSURE PLAN.
UPON DEMAND THEREFOR FROM