OR REFRAINING FROM
ACTING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN ACCORDANCE
WITH THE INSTRUCTIONS OF THE REQUIRED LENDERS OR, WHERE APPLICABLE, ALL
LENDERS.
THE AGENT SHALL PROMPTLY NOTIFY EACH LENDER AT ANY TIME THAT THE
REQUIRED LENDERS HAVE INSTRUCTED THE AGENT TO ACT OR REFRAIN FROM ACTING
PURSUANT HERETO.
13.26.4
EACH LENDER AUTHORIZES AND DIRECTS THE AGENT TO ENTER INTO
THE LOAN DOCUMENTS OTHER THAN THIS AGREEMENT FOR THE BENEFIT OF THE LENDERS.
EACH LENDER AGREES THAT ANY ACTION TAKEN BY THE AGENT AT THE DIRECTION OR WITH
THE CONSENT OF THE REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND THE EXERCISE BY THE AGENT AT THE
DIRECTION OR WITH THE CONSENT OF THE REQUIRED LENDERS OF THE POWERS SET FORTH
HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO, SHALL BE AUTHORIZED AND BINDING UPON ALL LENDERS, EXCEPT FOR ACTIONS
SPECIFICALLY REQUIRING THE APPROVAL OF ALL LENDERS.
ALL COMMUNICATIONS FROM THE
AGENT TO THE 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 ITEM AS TO WHICH
SUCH DETERMINATION, APPROVAL, CONSENT OR DISAPPROVAL IS REQUESTED, OR SHALL
ADVISE EACH LENDER WHERE SUCH MATTER OR ITEM 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
THE AGENT BY BORROWER IN RESPECT OF THE MATTER OR ISSUE TO BE
75
RESOLVED, AND (IV) SHALL INCLUDE THE AGENT'S RECOMMENDED COURSE OF ACTION OR
DETERMINATION IN RESPECT THEREOF.
EACH LENDER SHALL REPLY PROMPTLY, BUT IN ANY
EVENT WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THE REQUEST THEREFOR FROM
THE AGENT (THE "LENDER REPLY PERIOD").
UNLESS A LENDER SHALL GIVE WRITTEN
NOTICE TO THE AGENT THAT IT OBJECTS TO THE RECOMMENDATION OR DETERMINATION OF
THE AGENT (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 THE REQUIRED LENDERS OR ALL LENDERS, THE
AGENT SHALL UPON RECEIVING THE REQUIRED APPROVAL OR CONSENT FOLLOW THE COURSE OF
ACTION OR DETERMINATION RECOMMENDED TO THE LENDERS BY THE AGENT OR SUCH OTHER
COURSE OF ACTION RECOMMENDED BY THE REQUIRED LENDERS.
WHERE THIS LOAN AGREEMENT
OR ANY OTHER LOAN DOCUMENT REQUIRES THAT BORROWER DELIVER ANY DOCUMENTATION TO
AGENT OR ANY LENDERS, THE BORROWER SHALL DELIVER THE SAME TO AGENT AND AGENT
SHALL PROMPTLY DELIVER COPIES OF THE SAME TO EACH OF THE LENDERS.
13.27
Lead Arranger.
Notwithstanding the provisions of this
Agreement or of the other Loan Documents, the Lead Arranger shall have no
powers, rights, duties, responsibilities or liabilities