PARTICIPATIONS IN A SWINGLINE LOAN
PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE THE BORROWERS OF ANY DEFAULT IN THE
PAYMENT THEREOF.
(D)
SUBJECT TO THE LIMITATIONS SET FORTH IN THE PROVISOS CONTAINED
IN THIS SECTION 2.04(D), THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED BY THE
BORROWERS AND THE LENDERS, FROM TIME TO TIME IN THE ADMINISTRATIVE AGENT'S SOLE
DISCRETION, (I) AFTER THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, OR
(II) AT ANY TIME THAT ANY OF THE OTHER APPLICABLE CONDITIONS PRECEDENT SET FORTH
IN ARTICLE IV
HAVE NOT BEEN SATISFIED, TO MAKE ADVANCES TO OR FOR THE ACCOUNT
OF ANY BORROWER ON BEHALF OF THE LENDERS WHICH THE ADMINISTRATIVE AGENT, IN ITS
REASONABLE BUSINESS JUDGMENT, DEEMS NECESSARY OR DESIRABLE (A) TO PRESERVE OR
PROTECT THE COLLATERAL, OR ANY PORTION THEREOF, (B) TO ENHANCE THE LIKELIHOOD
OF, OR MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE REVOLVING LOANS AND OTHER
OBLIGATIONS, OR (C) TO PAY ANY OTHER AMOUNT CHARGEABLE TO THE BORROWERS PURSUANT
TO THE TERMS OF THIS AGREEMENT, INCLUDING COSTS, FEES, AND EXPENSES AS DESCRIBED
IN SECTION 9.05(A) (ANY OF THE ADVANCES DESCRIBED IN THIS SECTION 2.04(D)
BEING
HEREINAFTER REFERRED TO AS "AGENT ADVANCES"); PROVIDED
THAT (1) THE REVOLVING
FACILITY CREDIT EXPOSURE AFTER GIVING EFFECT TO ANY AGENT ADVANCE SHALL NOT
EXCEED THE REVOLVING FACILITY COMMITMENTS AND (2) AGENT ADVANCES OUTSTANDING AND
UNPAID AT NO TIME WILL EXCEED $30 MILLION IN THE AGGREGATE, AND PROVIDED
FURTHER
THAT THE REQUIRED LENDERS MAY AT ANY TIME REVOKE THE ADMINISTRATIVE
AGENT'S
67
AUTHORIZATION CONTAINED IN THIS SECTION 2.04(D)
TO MAKE AGENT ADVANCES, ANY
SUCH REVOCATION TO BE IN WRITING AND TO BECOME EFFECTIVE PROSPECTIVELY UPON THE
ADMINISTRATIVE AGENT'S RECEIPT THEREOF.
THE AGENT ADVANCES SHALL BE REPAYABLE
ON DEMAND AND SECURED BY THE COLLATERAL AGENT'S LIENS IN AND TO THE COLLATERAL,
SHALL CONSTITUTE OBLIGATIONS HEREUNDER, AND SHALL BEAR INTEREST AT THE RATE
APPLICABLE TO REVOLVING LOANS FROM TIME TO TIME.
THE ADMINISTRATIVE AGENT SHALL
NOTIFY EACH LENDER IN WRITING OF EACH AGENT ADVANCE; PROVIDED
THAT ANY DELAY OR
FAILURE OF THE ADMINISTRATIVE AGENT IN PROVIDING ANY SUCH NOTICE TO ANY LENDER
SHALL NOT RESULT IN ANY LIABILITY OR CONSTITUTE THE BREACH OF ANY DUTY OR
OBLIGATION OF THE ADMINISTRATIVE AGENT HEREUNDER.
(E)
THE ADMINISTRATIVE AGENT, THE SWINGLINE LENDER AND THE
LENDERS AGREE (WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF OR ENFORCEABLE BY
THE BORROWERS) THAT IN ORDER TO FACILITATE THE ADMINISTRATION OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, SETTLEMENT AMONG THEM AS TO THE REVOLVING LOANS
AND THE SWINGLINE LOANS AND THE AGENT ADVANCES SHALL TAKE PLACE ON A PERIODIC
BASIS IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(i)
The Administrative Agent shall request settlement (a "Settlement")
with the Lenders on at least a weekly basis, or on a more frequent basis if so
determined by the Administrative Agent, (A) on behalf of the Swingline Lender,
with respect to each outstanding Swingline Loan, (B) for itself, with respect to
each Agent Advance, and (C) with respect to collections received, in