OF LENDERS IS REQUIRED OR PERMITTED HEREBY, AND SUCH
DEFAULTING LENDER'S RIGHT TO ASSIGN, TRANSFER, SELL ALL OR ANY PORTION OF ITS
RIGHTS IN AND TO THE LOAN OR A PARTICIPATION THEREIN PURSUANT TO ARTICLE X
HEREOF, SHALL BE SUSPENDED DURING THE PENDENCY OF SUCH FAILURE OR REFUSAL.
(B)
REMEDIES.
IF FOR ANY REASON THE DEFAULTING LENDER FAILS TO MAKE
TIMELY PAYMENT OF ANY AMOUNT REQUIRED TO BE PAID BY SUCH DEFAULTING LENDER TO OR
FOR THE BENEFIT OF AGENT OR ANY OTHER LENDER HEREUNDER, THEN, IN ADDITION TO
OTHER RIGHTS AND REMEDIES WHICH AGENT OR SUCH OTHER LENDER MAY HAVE HEREUNDER OR
OTHERWISE, AGENT OR ANY LENDER SHALL BE ENTITLED, BUT NOT OBLIGATED (I) TO
ADVANCE FUNDS ON BEHALF OF ANY DEFAULTING LENDER, (II) TO THE EXTENT NOT PAID BY
BORROWER, TO COLLECT INTEREST FROM THE DEFAULTING LENDER AT THE BASE RATE UNTIL
THE DATE ON WHICH THE PAYMENT IS MADE, (III) TO WITHHOLD OR SET OFF OR IN THE
CASE OF A LENDER, TO CAUSE AGENT TO WITHHOLD OR SETOFF, AND TO APPLY TO THE
PAYMENT OF THE DEFAULTED AMOUNT AND ANY RELATED INTEREST, ANY AMOUNTS TO BE PAID
TO THE DEFAULTING LENDER UNDER THIS LOAN AGREEMENT, (IV) TO BRING AN ACTION OR
SUIT AGAINST THE DEFAULTING LENDER IN A COURT OF COMPETENT JURISDICTION TO
RECOVER THE DEFAULTED AMOUNT AND ANY RELATED INTEREST AND (V) TO PURCHASE THE
DEFAULTING LENDER'S INTEREST IN THE LOAN IN THE MANNER SET FORTH IN THIS
SECTION 11.14.
UPON THE DEFAULTING LENDER'S FAILURE TO MAKE PAYMENTS AS SET
FORTH HEREIN AND SO LONG AS SUCH FAILURE REMAINS UNCURED (AND IT IS AGREED AN
ADVANCE OF FUNDS BY ANY OTHER LENDER PURSUANT TO CLAUSE (I) ABOVE SHALL NOT BE
CONSIDERED A CURE OF THE DEFAULTING LENDER'S DEFAULT), THE DEFAULTING LENDER
SHALL NOT BE ENTITLED TO RECEIVE ITS SHARE OF ANY PAYMENTS MADE BY BORROWER (OR
AMOUNTS OWED BY BORROWER) AFTER SUCH DATE PURSUANT TO THE LOAN DOCUMENTS.
IF
AGENT RECEIVES ANY PAYMENT WITH RESPECT TO THE OBLIGATIONS FROM BORROWER AS TO
WHICH A DEFAULTING LENDER WOULD OTHERWISE HAVE BEEN ENTITLED, THEN SUCH
DEFAULTING LENDER'S SHARE OF SUCH PAYMENT SHALL BE CREDITED TOWARD THE AMOUNT
OWED HEREUNDER BY SUCH DEFAULTING LENDER ON A DOLLAR FOR DOLLAR BASIS.
(C)
PURCHASE OF DEFAULTING LENDER'S INTEREST AFTER DEFAULT.
IN THE
EVENT OF A DEFAULT BY A LENDER AS REFERRED TO IN SECTION 11.14(A) HEREOF, EACH
LENDER WHICH IS NOT A DEFAULTING LENDER SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, IN ITS SOLE DISCRETION, TO ACQUIRE SUCH DEFAULTING LENDER'S INTEREST
IN THE LOAN.
IF MORE THAN ONE LENDER EXERCISES SUCH RIGHT, EACH SUCH LENDER
WHICH IS NOT A DEFAULTING LENDER SHALL HAVE THE RIGHT TO ACQUIRE (IN ACCORDANCE
WITH SUCH ACQUIRING LENDER'S PRO RATA SHARE OR UPON AGREEMENT OF THE LENDERS
THAT DESIRE TO SO PURCHASE THE DEFAULTING LENDER'S INTEREST, ANY OTHER
PROPORTION) THE DEFAULTING LENDER'S INTEREST IN THE LOAN.
SUCH RIGHT TO
PURCHASE SHALL BE EXERCISED BY WRITTEN NOTICE FROM THE APPLICABLE
LENDER(S) ELECTING TO EXERCISE SUCH