CONDITIONED OR DELAYED, (B) DELIVER TO
OR AS DIRECTED BY BORROWER THE ORIGINALLY EXECUTED NOTE AND ALL ORIGINALLY
EXECUTED OTHER NOTES WHICH MAY HAVE BEEN CONSOLIDATED, AMENDED AND/OR RESTATED
IN CONNECTION WITH THE EXECUTION OF THE NOTE OR, WITH RESPECT TO ANY NOTE WHERE
THE ORIGINAL HAS BEEN LOST, DESTROYED OR MUTILATED, A LOST NOTE AFFIDAVIT FOR
THE BENEFIT OF THE ASSIGNEE LENDER AND THE TITLE INSURANCE COMPANY INSURING THE
SECURITY INSTRUMENT, AS ASSIGNED, IN FORM SUFFICIENT TO PERMIT SUCH TITLE
INSURANCE COMPANY TO INSURE THE LIEN OF THE SECURITY INSTRUMENT AS ASSIGNED TO
AND HELD BY THE ASSIGNEE WITHOUT EXCEPTION FOR ANY MATTER RELATING TO THE LOST,
DESTROYED OR MUTILATED NOTE, (C) EXECUTE AND DELIVER AN ALLONGE WITH RESPECT TO
THE NOTE AND ANY OTHER NOTE(S) AS DESCRIBED IN THE PRECEDING CLAUSE (B) ABOVE
WITHOUT RECOURSE, COVENANT OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED (EXCEPT
AS TO THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN AND THAT LENDER OWNS THE
NOTE AND THE SECURITY INSTRUMENT FREE OF ANY LIENS AND ENCUMBRANCES AND HAS THE
AUTHORITY TO EXECUTE AND DELIVER THE ALLONGE), (D) DELIVER THE ORIGINAL EXECUTED
SECURITY INSTRUMENT OR A CERTIFIED COPY OF RECORD, AND (E) EXECUTE AND DELIVER
SUCH OTHER INSTRUMENTS OF CONVEYANCE, ASSIGNMENT, TERMINATION, SEVERANCE AND
RELEASE (INCLUDING APPROPRIATE UCC-3 TERMINATION STATEMENTS) IN RECORDABLE FORM
AS MAY REASONABLY BE REQUESTED BY BORROWER TO EVIDENCE SUCH ASSIGNMENT AND/OR
SEVERANCE.
ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY
ADMINISTRATIVE AGENT AND LENDER, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S FEES, IN CONNECTION WITH THE FOREGOING SHALL BE PAID BY BORROWER
39
but Borrower shall not be charged any fees for the assignment of documents
contemplated by this Section 2.9.
SECTION 2.10
INTENTIONALLY OMITTED.
SECTION 2.11
PRO RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED
HEREIN:
(A) THE BORROWING FROM LENDERS UNDER SECTION 2.2 SHALL BE MADE FROM THE
LENDERS AND EACH PAYMENT OF THE FEES SHALL BE PAID FOR THE ACCOUNT OF LENDERS
AND/OR ADMINISTRATIVE AGENT, AS APPLICABLE, (B) EACH PAYMENT OR PREPAYMENT OF
PRINCIPAL OF THE LOAN BY THE BORROWER SHALL BE MADE FOR THE ACCOUNT OF THE
LENDERS PRO RATA IN ACCORDANCE WITH THE RESPECTIVE UNPAID PRINCIPAL AMOUNTS OF
THE INDIVIDUAL LOAN COMMITMENTS HELD BY THEM, AND (C) EACH PAYMENT OF INTEREST
ON THE LOAN BY BORROWER SHALL BE MADE FOR THE ACCOUNT OF LENDERS PRO RATA IN
ACCORDANCE WITH THE AMOUNTS OF INTEREST ON THEIR INDIVIDUAL LOAN COMMITMENTS
THEN DUE AND PAYABLE TO THE RESPECTIVE LENDERS.
SECTION 2.12
SHARING OF PAYMENTS, ETC.
IF A LENDER SHALL OBTAIN PAYMENT
OF ANY PRINCIPAL OF ITS NOTE OR OF INTEREST THEREON THROUGH THE EXERCISE OF ANY
RIGHT OF SETOFF, BANKER'S LIEN, COUNTERCLAIM, OR BY ANY OTHER MEANS (INCLUDING
DIRECT PAYMENT), AND SUCH PAYMENT RESULTS IN SUCH LENDER RECEIVING A GREATER
PAYMENT THAN IT WOULD HAVE BEEN ENTITLED TO HAD SUCH PAYMENT BEEN PAID DIRECTLY
TO ADMINISTRATIVE AGENT FOR DISBURSEMENT TO LENDERS, THEN SUCH LENDER SHALL
PROMPTLY PURCHASE FOR CASH FROM THE OTHER LENDERS PARTICIPATIONS IN THE LOAN IN
SUCH AMOUNTS,