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 BORROWERS 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 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
154
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 2.10(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 BANK
FACILITIES TERMINATION AND REPAYMENT AND SATISFACTION OF ALL BORROWINGS, AND ALL
OTHER