RECORDING FEES, APPRAISERS' FEES AND FEES AND
EXPENSES OF ATTORNEYS TO THE EXTENT NOT OTHERWISE REIMBURSED BY BORROWERS;
PROVIDED THAT AGENT BANK SHALL NOT BE ENTITLED TO REIMBURSEMENT OF ITS
ATTORNEYS' FEES AND EXPENSES INCURRED IN CONNECTION WITH THE RESOLUTION OF
DISPUTES BETWEEN AGENT BANK AND OTHER LENDERS UNLESS AGENT BANK SHALL BE THE
PREVAILING PARTY IN ANY SUCH DISPUTE.
ANY LOSS OF PRINCIPAL AND INTEREST
RESULTING FROM ANY EVENT OF DEFAULT SHALL BE SHARED BY LENDERS IN ACCORDANCE
WITH THEIR
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respective Pro Rata Shares.
It is understood and agreed that in the event Agent
Bank determines it is necessary to engage counsel for Lenders from and after the
occurrence of an Event of Default, said counsel shall be selected by Agent Bank.
E.
IN THE EVENT THAT ALL OR ANY PORTION OF
THE COLLATERAL IS ACQUIRED BY AGENT BANK AS THE 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 BORROWERS' OBLIGATIONS, TITLE TO ANY SUCH
COLLATERAL OR ANY PORTION THEREOF SHALL BE HELD IN THE NAME OF AGENT BANK OR A
NOMINEE OR SUBSIDIARY OF AGENT BANK, AS AGENT, FOR THE RATABLE BENEFIT OF AGENT
BANK AND LENDERS.
AGENT BANK SHALL PREPARE A RECOMMENDED COURSE OF ACTION FOR
SUCH COLLATERAL (THE "POST-FORECLOSURE PLAN"), WHICH SHALL BE SUBJECT TO THE
APPROVAL OF THE REQUISITE LENDERS.
UNLESS A LENDER SHALL GIVE WRITTEN NOTICE TO
AGENT BANK THAT IT OBJECTS TO THE RECOMMENDED POST-FORECLOSURE PLAN OR ANY
ALTERNATIVE POST-FORECLOSURE PLAN AS SET FORTH BELOW, WITHIN THE LENDER REPLY
PERIOD, SUCH LENDER SHALL BE DEEMED TO HAVE APPROVED SUCH POST-FORECLOSURE
PLAN.
IN THE EVENT THAT REQUISITE LENDERS DO NOT APPROVE SUCH POST-FORECLOSURE
PLAN, ANY LENDER SHALL BE PERMITTED TO SUBMIT AN ALTERNATIVE POST-FORECLOSURE
PLAN TO AGENT BANK, AND AGENT BANK SHALL SUBMIT ANY AND ALL SUCH ADDITIONAL
POST-FORECLOSURE PLANS TO THE LENDERS FOR EVALUATION AND THE APPROVAL OF
REQUISITE LENDERS.
IN ACCORDANCE WITH THE APPROVED POST-FORECLOSURE PLAN, AGENT
BANK SHALL MANAGE, OPERATE, REPAIR, ADMINISTER, COMPLETE, CONSTRUCT, RESTORE OR
OTHERWISE DEAL WITH THE COLLATERAL ACQUIRED AND ADMINISTER ALL TRANSACTIONS
RELATING THERETO, INCLUDING, WITHOUT LIMITATION, EMPLOYING A MANAGEMENT AGENT,
LEASING AGENT AND OTHER AGENTS, CONTRACTORS AND EMPLOYEES, INCLUDING AGENTS OF
THE SALE OF SUCH COLLATERAL, AND THE COLLECTING OF RENTS AND OTHER SUMS FROM
SUCH COLLATERAL AND PAYING THE EXPENSES OF SUCH COLLATERAL; ACTIONS TAKEN BY
AGENT BANK WITH RESPECT TO THE COLLATERAL, WHICH ARE NOT PROVIDED FOR IN THE
APPROVED POST-FORECLOSURE PLAN OR REASONABLY INCIDENTAL THERETO, SHALL REQUIRE
THE CONSENT OF REQUISITE LENDERS BY WAY OF SUPPLEMENT TO SUCH POST-FORECLOSURE
PLAN.
UPON DEMAND THEREFOR FROM TIME TO TIME, EACH LENDER WILL CONTRIBUTE ITS
SHARE (BASED ON ITS PRO RATA SHARE) OF ALL REASONABLE COSTS AND EXPENSES
INCURRED BY AGENT BANK PURSUANT TO THE POST-FORECLOSURE PLAN IN CONNECTION WITH
THE CONSTRUCTION, OPERATION, MANAGEMENT, MAINTENANCE, LEASING AND SALE OF SUCH
COLLATERAL.
IN ADDITION, AGENT BANK SHALL RENDER OR CAUSE TO BE RENDERED BY THE
MANAGING