WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.14, OR IF ANY BORROWER
IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.16, OR IF ANY
LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE PARENT
BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN
SECTION 10.04), ALL ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER
LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I) THE PARENT
BORROWER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANK AND SWINGLINE LENDER, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN
AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN
LC DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWERS (IN
THE CASE OF ALL OTHER AMOUNTS), (III) IN THE CASE OF ANY SUCH ASSIGNMENT
RESULTING
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FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.14 OR PAYMENTS REQUIRED TO BE MADE
PURSUANT TO SECTION 2.16, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH
COMPENSATION OR PAYMENTS AND (IV) WITH RESPECT TO COMPENSATION OR ADDITIONAL
AMOUNTS (BUT NOT DEFAULTS) IN RESPECT OF A PARTICULAR CLASS OF LOANS, SUCH
ASSIGNMENT MAY BE LIMITED TO SUCH CLASS OF LOANS. A LENDER SHALL NOT BE REQUIRED
TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A
WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE PARENT
BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SECTION 2.19. PROTECTIVE ADVANCES. (A)
SUBJECT TO THE LIMITATIONS SET FORTH
BELOW, THE ADMINISTRATIVE AGENT IS AUTHORIZED BY THE BORROWERS AND THE LENDERS,
FROM TIME TO TIME IN THE ADMINISTRATIVE AGENT'S SOLE DISCRETION (BUT SHALL HAVE
ABSOLUTELY NO OBLIGATION TO), TO MAKE LOANS TO THE BORROWERS, ON BEHALF OF ALL
LENDERS, WHICH THE ADMINISTRATIVE AGENT, IN ITS REASONABLE 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 BORROWERS PURSUANT TO THE TERMS OF THIS
AGREEMENT, INCLUDING PAYMENTS OF REIMBURSABLE EXPENSES (INCLUDING COSTS, FEES,
AND EXPENSES AS DESCRIBED IN SECTION 10.03) 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