SUPPLEMENT OR
MODIFICATION PURSUANT TO THIS SECTION 13.2 SHALL APPLY EQUALLY TO EACH OF
LENDERS AND SHALL BE BINDING UPON LENDERS AND ALL FUTURE HOLDERS OF ANY OF THE
LOANS, THE NOTES, AND ALL OTHER OBLIGATIONS.
(C)
TO THE EXTENT (A) THE CONSENT OR VOTE OF
ANY LENDER IS REQUIRED, BUT NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT
OBTAINED AS DESCRIBED IN THIS SECTION 13.2(C) BEING REFERRED TO AS A
"NON-CONSENTING LENDER") IN CONNECTION WITH ANY PROPOSED AMENDMENT,
MODIFICATION, SUPPLEMENT, WAIVER OR EXERCISE OF REMEDIES (A "PROPOSED
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CHANGE") AND (B) THE ADMINISTRATIVE AGENT SHALL HAVE CONSENTED TO SUCH PROPOSED
CHANGE, AT THE REQUEST OF BORROWER AND WITH THE CONSENT OF THE ADMINISTRATIVE
AGENT (NOT TO BE UNREASONABLY WITHHELD), ANY PERSON REASONABLY ACCEPTABLE TO
SUCH ADMINISTRATIVE AGENT (WHICH PERSON MAY BE ANY LENDER ACTING AS SUCH
ADMINISTRATIVE AGENT AND SHALL HAVE CONSENTED TO SUCH PROPOSED CHANGE) SHALL
HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO PURCHASE FROM SUCH NON-CONSENTING
LENDER, AND SUCH NON-CONSENTING LENDER SHALL, UPON THE REQUEST OF SUCH
ADMINISTRATIVE AGENT, SELL AND ASSIGN TO SUCH PERSON ALL OF THE APPLICABLE
COMMITMENTS AND LOANS OF SUCH NON-CONSENTING LENDER FOR AN AMOUNT EQUAL TO THE
PRINCIPAL BALANCE OF ALL APPLICABLE LOANS HELD BY SUCH NON-CONSENTING LENDER AND
ALL ACCRUED AND UNPAID INTEREST AND FEES WITH RESPECT THERETO THROUGH THE DATE
OF SUCH SALE AND PURCHASE (THE "PURCHASE AMOUNT"); PROVIDED, HOWEVER, THAT SUCH
SALE AND PURCHASE (AND THE CORRESPONDING ASSIGNMENT) SHALL NOT BE EFFECTIVE
UNTIL (A) SUCH ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM SUCH PERSON AN
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO SUCH ADMINISTRATIVE AGENT
WHEREBY SUCH PERSON SHALL AGREE TO BE BOUND BY THE TERMS HEREOF AND (B) SUCH
NON-CONSENTING LENDER SHALL HAVE RECEIVED THE PURCHASE AMOUNT FROM SUCH PERSON.
EACH LENDER AGREES THAT, IF IT BECOMES A NON-CONSENTING LENDER, IT SHALL EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT THE NOTE OR NOTES EVIDENCING SUCH
COMMITMENTS OR LOANS AND AN ASSIGNMENT AGREEMENT TO EVIDENCE SUCH SALE AND
ASSIGNMENT; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY NON-CONSENTING LENDER TO
DELIVER SUCH NOTE OR NOTES OR EXECUTE AN ASSIGNMENT AGREEMENT SHALL NOT RENDER
SUCH SALE AND PURCHASE (AND THE CORRESPONDING ASSIGNMENT) INVALID.
(D)
UPON THE TERMINATION DATE, THE
ADMINISTRATIVE AGENT SHALL DELIVER TO THE BORROWERS TERMINATION STATEMENTS,
MORTGAGE RELEASES, RECONVEYANCES AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
EVIDENCE THE TERMINATION OF THE LIENS SECURING PAYMENT OF THE OBLIGATIONS.
13.3
FEES AND EXPENSES.
The Borrowers shall reimburse the Administrative Agent and each Initial Lender
for all reasonable and documented out-of-pocket fees, costs and expenses
(including the reasonable and documented fees and expenses of all of its
counsel, advisors, consultants and auditors) incurred in connection with the
negotiation, preparation and filing and/or recordation of the Loan Documents and
incurred by it in connection with:
(A)
ANY AMENDMENT, MODIFICATION OR WAIVER OF,
OR CONSENT WITH RESPECT TO, OR TERMINATION OF, ANY OF THE LOAN DOCUMENTS OR
ADVICE IN CONNECTION WITH THE ADMINISTRATION OF THE LOANS MADE PURSUANT HERETO
OR ITS RIGHTS