PERMITTED DISCRETION, DEEMS
NECESSARY OR DESIRABLE (I) TO PRESERVE OR PROTECT THE COLLATERAL, OR ANY PORTION
THEREOF, (II) TO ENHANCE THE LIKELIHOOD OF, OR MAXIMIZE THE AMOUNT OF, REPAYMENT
OF THE LOANS AND OTHER OBLIGATIONS, OR (III) TO PAY ANY OTHER AMOUNT CHARGEABLE
TO OR REQUIRED TO BE PAID BY THE BORROWER PURSUANT TO THE TERMS OF THIS
AGREEMENT, INCLUDING PAYMENTS OF REIMBURSABLE EXPENSES (INCLUDING COSTS, FEES,
AND EXPENSES AS DESCRIBED IN SECTION 9.03) AND OTHER SUMS PAYABLE UNDER THE LOAN
DOCUMENTS (ANY OF SUCH LOANS ARE HEREIN REFERRED TO AS "PROTECTIVE ADVANCES");
PROVIDED THAT, THE AGGREGATE AMOUNT OF PROTECTIVE ADVANCES OUTSTANDING AT ANY
TIME SHALL NOT AT ANY TIME EXCEED $5,000,000; PROVIDED FURTHER THAT, THE
AGGREGATE AMOUNT OF OUTSTANDING PROTECTIVE ADVANCES PLUS THE AGGREGATE REVOLVING
EXPOSURE SHALL NOT EXCEED THE AGGREGATE COMMITMENT.
PROTECTIVE ADVANCES MAY BE
MADE EVEN IF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.02 HAVE NOT BEEN
SATISFIED.
THE PROTECTIVE ADVANCES SHALL BE SECURED BY THE LIENS IN FAVOR OF
THE ADMINISTRATIVE AGENT IN AND TO THE COLLATERAL AND SHALL CONSTITUTE
OBLIGATIONS HEREUNDER.
ALL PROTECTIVE ADVANCES SHALL BE ABR BORROWINGS.
THE
ADMINISTRATIVE AGENT'S AUTHORIZATION TO MAKE PROTECTIVE ADVANCES MAY BE REVOKED
AT ANY TIME BY 100% OF THE LENDERS (OTHER THAN THE LENDER
THAT IS (OR WHOSE
AFFILIATE IS) THE ADMINISTRATIVE AGENT).
ANY SUCH REVOCATION MUST BE IN WRITING
AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON THE ADMINISTRATIVE AGENT'S RECEIPT
THEREOF.
AT ANY TIME THAT THERE IS SUFFICIENT AVAILABILITY AND THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 4.02 HAVE BEEN SATISFIED, THE ADMINISTRATIVE
AGENT MAY REQUEST THE LENDERS TO MAKE A REVOLVING LOAN TO REPAY A PROTECTIVE
ADVANCE.
AT ANY OTHER TIME THE ADMINISTRATIVE AGENT MAY REQUIRE THE LENDERS TO
FUND THEIR RISK PARTICIPATIONS DESCRIBED IN SECTION 2.04(B).
(B)
UPON THE MAKING OF A PROTECTIVE ADVANCE BY THE ADMINISTRATIVE AGENT
(WHETHER BEFORE OR AFTER THE OCCURRENCE OF A DEFAULT), EACH LENDER SHALL BE
DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO HAVE UNCONDITIONALLY AND
IRREVOCABLY PURCHASED FROM THE ADMINISTRATIVE AGENT WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION IN SUCH PROTECTIVE ADVANCE IN
PROPORTION TO ITS APPLICABLE PERCENTAGE.
FROM AND AFTER THE DATE, IF ANY, ON
WHICH ANY LENDER IS REQUIRED TO FUND ITS PARTICIPATION IN ANY PROTECTIVE ADVANCE
PURCHASED HEREUNDER, THE ADMINISTRATIVE AGENT SHALL PROMPTLY DISTRIBUTE TO SUCH
LENDER, SUCH LENDER'S APPLICABLE PERCENTAGE OF ALL PAYMENTS
30
of principal and interest and all proceeds of Collateral received by the
Administrative Agent in respect of such Protective Advance.
SECTION 2.05.
SWINGLINE LOANS AND OVERADVANCES.
(A)
THE ADMINISTRATIVE AGENT,
THE SWINGLINE LENDER AND THE LENDERS AGREE THAT IN ORDER TO FACILITATE THE
ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, PROMPTLY AFTER
THE BORROWER REQUESTS AN ABR BORROWING, THE SWINGLINE LENDER MAY ELECT TO HAVE
THE TERMS OF THIS SECTION 2.05(A) APPLY TO SUCH BORROWING REQUEST BY ADVANCING,
ON BEHALF OF THE LENDERS AND IN THE AMOUNT REQUESTED, SAME DAY FUNDS TO THE
BORROWER ON THE APPLICABLE BORROWING DATE TO THE FUNDING ACCOUNT (EACH