WITHIN TEN (10) BANKING BUSINESS DAYS (THE "LENDER REPLY
PERIOD").
UNLESS A LENDER SHALL GIVE WRITTEN NOTICE TO AGENT BANK THAT IT
OBJECTS TO THE RECOMMENDATION OR DETERMINATION OF AGENT BANK (TOGETHER WITH A
WRITTEN EXPLANATION OF THE REASONS BEHIND SUCH OBJECTION) WITHIN THE LENDER
REPLY PERIOD, SUCH LENDER SHALL BE DEEMED TO HAVE APPROVED OF OR CONSENTED TO
SUCH RECOMMENDATION OR DETERMINATION.
WITH RESPECT TO DECISIONS REQUIRING THE
APPROVAL OF REQUISITE LENDERS OR ALL LENDERS, AGENT BANK SHALL SUBMIT ITS
RECOMMENDATION OR DETERMINATION FOR APPROVAL OF OR CONSENT TO SUCH
RECOMMENDATION OR DETERMINATION TO ALL LENDERS AND UPON RECEIVING THE REQUIRED
APPROVAL OR CONSENT SHALL FOLLOW THE COURSE OF ACTION OR DETERMINATION
RECOMMENDED TO LENDERS BY AGENT BANK OR SUCH OTHER COURSE OF ACTION RECOMMENDED
BY REQUISITE LENDERS, AND EACH NON-RESPONDING LENDER SHALL BE DEEMED TO HAVE
CONCURRED WITH SUCH RECOMMENDED COURSE OF ACTION.
124
SECTION 9.11.
AGENCY PROVISIONS RELATING TO COLLATERAL.
A.
AGENT BANK IS HEREBY AUTHORIZED ON BEHALF OF ALL LENDERS, WITHOUT
THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT FROM ANY LENDER, FROM TIME TO
TIME PRIOR TO AN EVENT OF DEFAULT, TO TAKE ANY ACTION WITH RESPECT TO ANY
COLLATERAL OR LOAN DOCUMENT WHICH MAY BE NECESSARY TO PERFECT AND MAINTAIN LIENS
OF THE SECURITY DOCUMENTATION UPON THE COLLATERAL GRANTED PURSUANT TO THE LOAN
DOCUMENTS.
AGENT BANK MAY MAKE, AND SHALL BE REIMBURSED BY LENDERS (IN
ACCORDANCE WITH THEIR PRO RATA SHARES), TO THE EXTENT NOT REIMBURSED BY
BORROWERS, FOR, PROTECTIVE ADVANCE(S) DURING ANY ONE (1) CALENDAR YEAR WITH
RESPECT TO THE COLLATERAL UP TO THE SUM OF (I) AMOUNTS EXPENDED TO PAY REAL
ESTATE TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON SUCH
COLLATERAL, (II) AMOUNTS EXPENDED TO PAY INSURANCE PREMIUMS FOR POLICIES OF
INSURANCE RELATED TO SUCH COLLATERAL, AND (III) ONE HUNDRED THOUSAND DOLLARS
($100,000.00).
PROTECTIVE ADVANCES IN EXCESS OF SAID SUM DURING ANY CALENDAR
YEAR FOR ANY COLLATERAL SHALL REQUIRE THE CONSENT OF REQUISITE LENDERS.
IN
ADDITION, AGENT BANK IS HEREBY AUTHORIZED ON BEHALF OF ALL LENDERS, WITHOUT THE
NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT FROM ANY LENDER, TO WAIVE THE
IMPOSITION OF THE LATE FEES PROVIDED FOR IN SECTION 2.09(A) UP TO A MAXIMUM OF
TWO (2) TIMES PER CALENDAR YEAR, INCLUDING ANY EXTENSIONS.
B.
LENDERS HEREBY IRREVOCABLY AUTHORIZE AGENT BANK, AT ITS OPTION
AND IN ITS DISCRETION, TO RELEASE ANY SECURITY DOCUMENTATION GRANTED TO OR HELD
BY AGENT BANK UPON ANY COLLATERAL (I) UPON CREDIT FACILITY TERMINATION AND
REPAYMENT AND SATISFACTION OF ALL BORROWINGS, AND ALL OTHER OBLIGATIONS AND THE
TERMINATION OF THIS CREDIT AGREEMENT, OR (II) IF APPROVED, AUTHORIZED OR
RATIFIED IN WRITING BY AGENT BANK AT THE DIRECTION OF ALL LENDERS.
AGENT BANK
SHALL NOT BE REQUIRED TO EXECUTE ANY DOCUMENT TO EVIDENCE THE RELEASE OF THE
SECURITY DOCUMENTATION GRANTED TO AGENT BANK FOR THE BENEFIT OF LENDERS HEREIN
OR PURSUANT HERETO UPON ANY COLLATERAL IF, IN AGENT BANK'S OPINION, SUCH
DOCUMENT WOULD EXPOSE AGENT BANK TO LIABILITY OR CREATE ANY OBLIGATION OR