WAIVED ANY
OF ITS OR THEIR RIGHTS, POWERS AND/OR REMEDIES UNLESS SUCH WAIVER SHALL BE IN
WRITING AND SIGNED AS PROVIDED HEREIN.
ANY SUCH WAIVER SHALL BE ENFORCEABLE
ONLY TO THE EXTENT SPECIFICALLY SET FORTH THEREIN.
A WAIVER BY ADMINISTRATIVE
AGENT, ANY LENDER OR ISSUING BANK OF ANY RIGHT, POWER AND/OR REMEDY ON ANY ONE
OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER OF ANY SUCH RIGHT, POWER
AND/OR REMEDY WHICH ADMINISTRATIVE AGENT, ANY LENDER OR ISSUING BANK WOULD
OTHERWISE HAVE ON ANY FUTURE OCCASION, WHETHER SIMILAR IN KIND OR OTHERWISE.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 11.3(A)
ABOVE, IN CONNECTION WITH ANY AMENDMENT, WAIVER, DISCHARGE OR TERMINATION, IN
THE EVENT THAT ANY LENDER WHOSE CONSENT THERETO IS REQUIRED SHALL FAIL TO
CONSENT OR FAIL TO CONSENT IN A TIMELY MANNER (SUCH LENDER BEING REFERRED TO
HEREIN AS A "NON-CONSENTING LENDER"), BUT THE CONSENT OF ANY OTHER LENDERS TO
SUCH AMENDMENT, WAIVER, DISCHARGE OR TERMINATION THAT IS REQUIRED ARE OBTAINED,
IF ANY, THEN WELLS AND PARENT SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, AT
ANY TIME THEREAFTER, AND UPON THE EXERCISE BY WELLS OR PARENT OF SUCH RIGHT,
SUCH NON-CONSENTING LENDER SHALL HAVE THE OBLIGATION, TO SELL, ASSIGN AND
TRANSFER TO WELLS OR SUCH ELIGIBLE TRANSFEREE AS WELLS MAY SPECIFY AFTER
CONSULTATION WITH LEAD BORROWER, THE COMMITMENT OF SUCH NON-CONSENTING LENDER
AND ALL RIGHTS AND INTERESTS OF SUCH NON-CONSENTING LENDER PURSUANT THERETO.
WELLS OR PARENT SHALL PROVIDE THE NON-CONSENTING LENDER WITH PRIOR WRITTEN
NOTICE OF ITS INTENT TO EXERCISE ITS RIGHT UNDER THIS SECTION, WHICH NOTICE
SHALL SPECIFY ON DATE ON WHICH SUCH PURCHASE AND SALE SHALL OCCUR.
SUCH
PURCHASE AND SALE SHALL BE PURSUANT TO THE TERMS OF AN ASSIGNMENT AND ACCEPTANCE
(WHETHER OR NOT EXECUTED BY THE NON-CONSENTING LENDER), EXCEPT THAT ON THE DATE
OF SUCH PURCHASE AND SALE, WELLS, OR SUCH ELIGIBLE TRANSFEREE SPECIFIED BY WELLS
AFTER CONSULTATION WITH LEAD BORROWER, SHALL PAY TO THE NON-CONSENTING LENDER
(EXCEPT AS WELLS AND SUCH NON-CONSENTING LENDER MAY OTHERWISE AGREE) THE AMOUNT
EQUAL TO: (I) THE PRINCIPAL BALANCE OF THE LOANS HELD BY THE NON-CONSENTING
LENDER OUTSTANDING AS OF THE CLOSE OF BUSINESS ON THE BUSINESS DAY IMMEDIATELY
PRECEDING THE EFFECTIVE DATE OF SUCH PURCHASE AND SALE, PLUS (II) AMOUNTS
ACCRUED AND UNPAID IN RESPECT OF INTEREST AND FEES PAYABLE TO THE NON-CONSENTING
LENDER TO THE EFFECTIVE DATE OF THE PURCHASE (BUT IN NO EVENT SHALL THE
NON-CONSENTING LENDER BE DEEMED ENTITLED TO ANY EARLY TERMINATION FEE), MINUS
(III) THE AMOUNT OF THE CLOSING FEE RECEIVED BY THE NON-CONSENTING LENDER
PURSUANT TO THE TERMS HEREOF OR OF ANY OF THE OTHER FINANCING AGREEMENTS
MULTIPLIED BY THE FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF MONTHS
REMAINING IN THE THEN CURRENT TERM OF THE CREDIT FACILITY AND THE DENOMINATOR OF
WHICH IS THE NUMBER OF MONTHS IN THE THEN CURRENT TERM THEREOF.
SUCH PURCHASE
AND SALE SHALL BE EFFECTIVE ON THE DATE OF THE PAYMENT OF SUCH AMOUNT TO THE
NON-CONSENTING LENDER AND