PORTION THEREOF (OTHER THAN THE BANK
PRODUCT OBLIGATIONS), (B) TO ENHANCE THE LIKELIHOOD OF, OR MAXIMIZE THE AMOUNT
OF, REPAYMENT OF THE OBLIGATIONS, OR (C) TO PAY ANY OTHER AMOUNT CHARGEABLE TO
BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING LENDER GROUP
EXPENSES AND THE COSTS, FEES, AND EXPENSES DESCRIBED IN SECTION 10 (ANY OF THE
ADVANCES DESCRIBED IN THIS SECTION 2.1(I) BEING HEREINAFTER REFERRED TO AS
"AGENT ADVANCES"); PROVIDED THAT AGENT SHALL NOT MAKE ANY AGENT ADVANCES TO
BORROWERS WITHOUT THE CONSENT OF ALL OF THE LENDERS IF THE AMOUNT THEREOF WOULD
EXCEED $20,000,000 IN THE AGGREGATE AT ANY ONE TIME; AND PROVIDED FURTHER THAT
IN NO EVENT SHALL AGENT MAKE ANY AGENT ADVANCE IF, AFTER GIVING EFFECT THERETO,
THE OUTSTANDING REVOLVING FACILITY USAGE (EXCEPT FOR AND EXCLUDING AMOUNTS
CHARGED TO THE APPLICABLE LOAN ACCOUNT FOR INTEREST, FEES, OR LENDER GROUP
EXPENSES) WOULD EXCEED THE MAXIMUM AMOUNT.
(II)
AGENT ADVANCES SHALL BE REPAYABLE ON
DEMAND AND SECURED BY THE COLLATERAL, SHALL CONSTITUTE ADVANCES AND OBLIGATIONS
HEREUNDER, AND SHALL BEAR INTEREST AT THE RATE APPLICABLE FROM TIME TO TIME TO
THE OBLIGATIONS PURSUANT TO SECTION 2.7.
(J)
SETTLEMENT.
IT IS AGREED THAT EACH
LENDER'S FUNDED PORTION OF THE ADVANCES IS INTENDED BY THE LENDERS TO BE EQUAL
AT ALL TIMES TO SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING ADVANCES.
SUCH
AGREEMENT NOTWITHSTANDING, THE AGENT AND THE LENDERS AGREE (WHICH AGREEMENT
SHALL NOT BE FOR THE BENEFIT OF OR ENFORCEABLE BY BORROWERS) THAT IN ORDER TO
FACILITATE THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
SETTLEMENT AMONG THEM AS TO THE ADVANCES, THE AGENT LOANS, AND THE AGENT
ADVANCES SHALL TAKE PLACE ON A PERIODIC BASIS IN ACCORDANCE WITH THE FOLLOWING
PROVISIONS:
(I)
THE AGENT SHALL REQUEST SETTLEMENT
("SETTLEMENT") WITH THE LENDERS ON A WEEKLY BASIS, OR ON A MORE FREQUENT BASIS
IF SO DETERMINED BY THE AGENT, (1) FOR ITSELF, WITH
26
RESPECT TO EACH AGENT LOAN AND AGENT ADVANCE, AND (2) WITH RESPECT TO
COLLECTIONS RECEIVED, AS TO EACH BY NOTIFYING THE LENDERS BY TELEPHONE AND
PROMPTLY FOLLOWED BY TELECOPY, OR OTHER SIMILAR FORM OF TRANSMISSION, OF SUCH
REQUESTED SETTLEMENT, NO LATER THAN 1:00 P.M. (BOSTON TIME) ON THE BUSINESS DAY
IMMEDIATELY PRECEDING THE DATE OF SUCH REQUESTED SETTLEMENT (THE "SETTLEMENT
DATE").
SUCH NOTICE OF A SETTLEMENT DATE SHALL INCLUDE A SUMMARY STATEMENT OF
THE AMOUNT OF OUTSTANDING ADVANCES, AGENT LOANS, AND AGENT ADVANCES FOR THE
PERIOD SINCE THE PRIOR SETTLEMENT DATE, THE AMOUNT OF REPAYMENTS RECEIVED IN
SUCH PERIOD, AND THE AMOUNTS ALLOCATED TO EACH LENDER OF THE PRINCIPAL,
INTEREST, FEES, AND OTHER CHARGES FOR SUCH PERIOD.
SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED HEREIN:
(Y) IF A LENDER'S BALANCE OF THE ADVANCES, AGENT
LOANS, AND AGENT ADVANCES EXCEEDS SUCH LENDER'S PRO RATA SHARE OF THE ADVANCES,
AGENT LOANS, AND AGENT ADVANCES AS OF A SETTLEMENT DATE, THEN AGENT SHALL BY NO
LATER THAN 1:00 P.M. (BOSTON TIME) ON THE SETTLEMENT DATE TRANSFER IN SAME DAY
FUNDS TO THE ACCOUNT OF SUCH LENDER