OR IN THE BEST INTERESTS
OF LENDERS.
(L)
LENDER ACTIONS AGAINST COLLATERAL.
Each Lender agrees that it will not take any action, nor institute any actions
or proceedings, with respect to the Loans, against Borrower or any other Credit
Party hereunder or under the other Loan Documents or against any of the Real
Estate encumbered by Mortgages without the consent of the Requisite Lenders.
With respect to any action by Agent to enforce the rights and remedies of Agent
and the Lenders under this Agreement and the other Loan Documents, each Lender
hereby consents to the jurisdiction of the court in which such action is
maintained, and agrees to deliver its Notes to Agent to the extent necessary to
enforce the rights and remedies of Agent for the benefit of the Lenders under
the Mortgages in accordance with the provisions hereof.
8.3
SET OFF AND SHARING OF PAYMENTS.
IN
ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY
WAY OF LIMITATION OF ANY SUCH RIGHTS, DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, EACH LENDER IS HEREBY AUTHORIZED BY BORROWER AT ANY TIME OR FROM TIME
TO TIME, WITH REASONABLY PROMPT SUBSEQUENT NOTICE TO BORROWER (ANY PRIOR OR
CONTEMPORANEOUS NOTICE BEING HEREBY EXPRESSLY WAIVED) TO SET OFF AND TO
APPROPRIATE AND TO APPLY ANY AND ALL (A) BALANCES HELD BY SUCH LENDER AT ANY OF
ITS OFFICES FOR THE ACCOUNT OF BORROWER (REGARDLESS OF WHETHER SUCH BALANCES ARE
THEN DUE TO BORROWER), AND (B) OTHER PROPERTY AT ANY TIME HELD OR OWING BY SUCH
LENDER TO OR FOR THE CREDIT OR FOR THE ACCOUNT OF BORROWER, AGAINST AND ON
ACCOUNT OF ANY OF THE OBLIGATIONS; EXCEPT THAT NO LENDER SHALL EXERCISE ANY SUCH
RIGHT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
ANY LENDER EXERCISING A RIGHT
TO SET OFF SHALL PURCHASE FOR CASH (AND THE OTHER LENDERS SHALL SELL) INTERESTS
IN EACH OF SUCH OTHER LENDER'S PRO RATA SHARE OF THE OBLIGATIONS AS WOULD BE
NECESSARY TO CAUSE ALL LENDERS TO SHARE THE AMOUNT SO SET OFF WITH EACH OTHER
LENDER IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
BORROWER AGREES, TO
THE FULLEST EXTENT PERMITTED BY LAW, THAT ANY LENDER MAY EXERCISE ITS RIGHT TO
SET OFF WITH RESPECT TO AMOUNTS IN EXCESS OF ITS PRO RATA SHARE OF THE
OBLIGATIONS AND UPON DOING SO SHALL DELIVER SUCH AMOUNT SO SET OFF TO THE AGENT
FOR THE BENEFIT OF ALL LENDERS IN ACCORDANCE WITH THEIR PRO RATA SHARES.
8.4
DISBURSEMENT OF FUNDS.
AGENT MAY, ON BEHALF
OF LENDERS, DISBURSE FUNDS TO BORROWER FOR LOANS REQUESTED.
EACH LENDER SHALL
REIMBURSE AGENT ON DEMAND FOR ALL FUNDS DISBURSED ON ITS BEHALF BY AGENT, OR IF
AGENT SO REQUESTS, EACH LENDER WILL REMIT TO AGENT ITS PRO RATA SHARE OF ANY
LOAN BEFORE AGENT DISBURSES SAME TO BORROWER.
IF AGENT ELECTS TO REQUIRE THAT
EACH LENDER MAKE FUNDS AVAILABLE TO AGENT PRIOR TO A DISBURSEMENT BY AGENT TO
BORROWER, AGENT SHALL ADVISE EACH LENDER BY TELEPHONE OR