"PUBLIC
INVESTOR"; AND (D) THE ADMINISTRATIVE AGENT AND THE ARRANGERS SHALL BE ENTITLED
TO TREAT THE BORROWER MATERIALS THAT ARE NOT MARKED "PUBLIC" AS BEING SUITABLE
ONLY FOR POSTING ON A PORTION OF THE PLATFORM NOT DESIGNATED "PUBLIC INVESTOR."
NOTWITHSTANDING THE FOREGOING, THE BORROWERS SHALL BE UNDER NO OBLIGATION TO
MARK ANY BORROWER MATERIALS "PUBLIC."
12.11
COLLATERAL MATTERS.
179
(A)
ADMINISTRATIVE AGENT MAY, AT ITS OPTION, FROM TIME TO TIME, AT ANY TIME
ON OR AFTER AN EVENT OF DEFAULT AND FOR SO LONG AS THE SAME IS CONTINUING OR
UPON ANY OTHER FAILURE OF A CONDITION PRECEDENT TO THE LOANS AND LETTER OF
CREDIT ACCOMMODATIONS HEREUNDER, MAKE SUCHDISBURSEMENTS AND ADVANCES ("SPECIAL
ADMINISTRATIVE AGENT ADVANCES") WHICH ADMINISTRATIVE AGENT, IN ITS SOLE
DISCRETION, (I) DEEMS NECESSARY OR DESIRABLE EITHER TO PRESERVE OR PROTECT THE
COLLATERAL OR ANY PORTION THEREOF OR (II) TO ENHANCE THE LIKELIHOOD OR MAXIMIZE
THE AMOUNT OF REPAYMENT BY BORROWERS AND GUARANTORS OF THE LOANS AND OTHER
OBLIGATIONS, PROVIDED,
THAT, THE AGGREGATE PRINCIPAL AMOUNT OF THE SPECIAL
ADMINISTRATIVE AGENT ADVANCES PURSUANT TO CLAUSES (I) AND (II) ABOVE, PLUS THE
THEN OUTSTANDING PRINCIPAL AMOUNT OF THE ADDITIONAL LOANS AND LETTER OF CREDIT
ACCOMMODATIONS WHICH ADMINISTRATIVE AGENT MAY MAKE OR PROVIDE AS SET FORTH IN
SECTION 12.8 HEREOF, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF $75,000,000 OR
(III) TO PAY ANY OTHER AMOUNT CHARGEABLE TO ANY BORROWER OR GUARANTOR PURSUANT
TO THE TERMS OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS
CONSISTING OF (A) COSTS, FEES AND EXPENSES AND (B) PAYMENTS TO ANY ISSUER OF
LETTER OF CREDIT ACCOMMODATIONS.
SPECIAL ADMINISTRATIVE AGENT ADVANCES SHALL BE
REPAYABLE ON DEMAND AND TOGETHER WITH ALL INTEREST THEREON SHALL CONSTITUTE
OBLIGATIONS SECURED BY THE COLLATERAL.
SPECIAL ADMINISTRATIVE AGENT ADVANCES
SHALL NOT CONSTITUTE LOANS BUT SHALL OTHERWISE CONSTITUTE OBLIGATIONS
HEREUNDER.
INTEREST ON SPECIAL ADMINISTRATIVE AGENT ADVANCES SHALL BE PAYABLE
AT THE INTEREST RATE THEN APPLICABLE TO BASE RATE LOANS AND SHALL BE PAYABLE ON
DEMAND.
SPECIAL ADMINISTRATIVE AGENT ADVANCES SHALL NOT CAUSE THE TOTAL
PRINCIPAL AMOUNT OF THE LOANS AND LETTER OF CREDIT ACCOMMODATIONS TO EXCEED THE
MAXIMUM CREDIT.
WITHOUT LIMITATION OF ITS OBLIGATIONS PURSUANT TO SECTION
6.10, EACH LENDER AGREES THAT IT SHALL MAKE AVAILABLE TO ADMINISTRATIVE AGENT,
UPON ADMINISTRATIVE AGENT'S DEMAND, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT
EQUAL TO SUCH LENDER'S PRO RATA SHARE OF EACH SUCH SPECIAL ADMINISTRATIVE AGENT
ADVANCE.
IF SUCH FUNDS ARE NOT MADE AVAILABLE TO ADMINISTRATIVE AGENT BY SUCH
LENDER, SUCH LENDER SHALL BE DEEMED A DEFAULTING LENDER AND ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO RECOVER SUCH FUNDS, ON DEMAND FROM SUCH LENDER TOGETHER
WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH PAYMENT WAS DUE UNTIL THE
DATE SUCH AMOUNT IS PAID TO ADMINISTRATIVE AGENT AT THE FEDERAL FUNDS RATE FOR
EACH DAY DURING SUCH PERIOD (AS PUBLISHED BY THE FEDERAL RESERVE BANK OF NEW
YORK OR AT ADMINISTRATIVE AGENT'S OPTION BASED ON THE ARITHMETIC MEAN DETERMINED
BY ADMINISTRATIVE AGENT OF THE RATES FOR THE LAST TRANSACTION IN OVERNIGHT
FEDERAL FUNDS ARRANGED PRIOR TO