AS ARE
REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED AND BINDING UPON ALL LENDERS,
EXCEPT FOR ACTIONS SPECIFICALLY REQUIRING THE APPROVAL OF ALL LENDERS.
FUNDING
REQUESTS HEREUNDER SHALL BE MADE IN THE MANNER SET FORTH IN ARTICLE II HEREIN.
ALL OTHER COMMUNICATIONS FROM AGENT BANK TO LENDERS REQUESTING LENDERS'
DETERMINATION, CONSENT, APPROVAL OR DISAPPROVAL (I) SHALL BE GIVEN IN THE FORM
OF A WRITTEN NOTICE TO EACH LENDER, (II) SHALL BE ACCOMPANIED BY A DESCRIPTION
OF THE MATTER OR THING AS TO WHICH SUCH DETERMINATION, APPROVAL, CONSENT OR
DISAPPROVAL IS REQUESTED, OR SHALL ADVISE EACH LENDER WHERE SUCH MATTER OR THING
MAY BE INSPECTED, OR SHALL OTHERWISE DESCRIBE THE MATTER OR ISSUE TO BE
RESOLVED, (III) SHALL INCLUDE, IF REASONABLY REQUESTED BY A LENDER AND TO THE
EXTENT NOT PREVIOUSLY PROVIDED TO SUCH LENDER, WRITTEN MATERIALS AND A SUMMARY
OF ALL ORAL INFORMATION PROVIDED TO AGENT BANK BY BORROWER IN RESPECT OF THE
MATTER OR ISSUE TO BE RESOLVED, AND (IV) SHALL INCLUDE AGENT BANK'S RECOMMENDED
COURSE OF ACTION OR DETERMINATION IN RESPECT THEREOF.
EACH LENDER SHALL REPLY
PROMPTLY, BUT IN ANY EVENT 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.
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 BORROWER
OR GUARANTOR, 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
112
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