ITS RATABLE SHARE OF SUCH LOAN AVAILABLE TO THE
ADMINISTRATIVE AGENT.
ANY WITHDRAWAL OF AUTHORIZATION UNDER THIS SECTION 4.7(C)
SHALL NOT AFFECT THE VALIDITY OF ANY LOANS MADE PRIOR TO THE EFFECTIVENESS
THEREOF.
(D)
AGENT'S ADDITIONAL AUTHORITY.
ANY PROVISION OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY NOTWITHSTANDING, EACH LENDER HEREBY
AUTHORIZES THE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION AND FOR THE RATABLE
ACCOUNT OF EACH SUCH LENDER, TO REQUEST THAT BANK OF AMERICA MAKE BASE RATE
LOANS ENTITLED TO ALL THE BENEFITS OF THIS AGREEMENT AVAILABLE TO NON-RATABLE
LOANS TO THE BORROWER IN EXCESS OF REVOLVING CREDIT AVAILABILITY AT THE TIME
SUCH LOANS ("OVERADVANCE LOANS") ARE MADE, PROVIDED, THAT THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS SHALL NOT EXCEED THE BORROWING BASE
(I) BY AN AMOUNT GREATER THAN $3,000,000 OR (II) FOR MORE THAN FIVE CONSECUTIVE
BUSINESS DAYS IN ANY FISCAL YEAR OR (III) FOR MORE THAN 10 DAYS IN ANY FISCAL
YEAR AND PROVIDED, FURTHER, THAT IN NO EVENT SHALL THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF ALL LOANS EXCEED THE REVOLVING CREDIT FACILITY LESS THE
RESERVES.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT AN OVERADVANCE LOAN
IS INTENTIONALLY AND KNOWINGLY REQUESTED BY THE ADMINISTRATIVE AGENT AND MADE BY
BANK OF AMERICA, THE PURPOSE OF SUCH OVERADVANCE LOAN SHALL BE, AS DETERMINED BY
THE ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION, TO PRESERVE OR PROTECT
THE COLLATERAL OR THE VALUE THEREOF, TO ENHANCE THE LIKELIHOOD OF, OR TO
MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE LOANS AND OTHER SECURED OBLIGATIONS, OR
TO PAY ANY OTHER AMOUNT CHARGEABLE TO THE BORROWER PURSUANT TO THE TERMS OF THE
LOAN DOCUMENTS, INCLUDING COSTS, FEES AND EXPENSES.
NOTWITHSTANDING THE
FOREGOING, THE REQUIRED LENDERS MAY AT ANY TIME REVOKE IN WRITING THE
ADMINISTRATIVE AGENT'S AUTHORITY TO MAKE OVERADVANCE LOANS.
NOTHING IN THIS
SECTION 4.7 SHALL BE DEEMED TO SUBJECT THE ADMINISTRATIVE AGENT OR BANK OF
AMERICA TO LIABILITY TO THE LENDERS IN THE EVENT A LOAN IS NOT INTENTIONALLY OR
KNOWINGLY MADE AS AN OVERADVANCE LOAN OR A LOAN OR PORTION THEREOF BECOMES AN
OVERADVANCE LOAN AFTER IT HAS BEEN MADE.
SECTION 4.8
SETTLEMENT AMONG LENDERS.
(A)
REVOLVING CREDIT LOANS.
IT IS AGREED THAT EACH LENDER'S NET
OUTSTANDINGS ARE INTENDED BY THE LENDERS TO BE EQUAL AT ALL TIMES TO SUCH
LENDER'S RATABLE SHARE OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL REVOLVING CREDIT
LOANS OUTSTANDING.
NOTWITHSTANDING SUCH AGREEMENT, THE SEVERAL AND NOT JOINT
OBLIGATION OF EACH LENDER TO MAKE ITS RATABLE SHARE OF LOANS UNDER THE REVOLVING
CREDIT FACILITY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND EACH LENDER'S
RIGHT TO RECEIVE ITS RATABLE SHARE OF PRINCIPAL PAYMENTS ON REVOLVING CREDIT
LOANS, THE LENDERS AGREE THAT IN ORDER TO FACILITATE THE ADMINISTRATION OF THIS
AGREEMENT AND THE LOAN DOCUMENTS THAT SETTLEMENT AMONG THEM MAY TAKE PLACE ON A
PERIODIC BASIS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4.8.
(B)
SETTLEMENT PROCEDURES AS TO REVOLVING CREDIT LOANS.
TO THE EXTENT
AND IN THE MANNER HEREINAFTER PROVIDED IN THIS SECTION 4.8,