Lender's Loan to be made as part of the requested Borrowing.
Section 2.05
Protective Advances.
(A) SUBJECT TO THE LIMITATIONS SET FORTH BELOW, THE ADMINISTRATIVE AGENT IS
AUTHORIZED BY THE BORROWER 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 BORROWER, ON BEHALF OF ALL LENDERS, WHICH THE
ADMINISTRATIVE AGENT, IN ITS PERMITTED DISCRETION, DEEMS NECESSARY OR DESIRABLE,
(I) TO PRESERVE OR PROTECT THE COLLATERAL, OR ANY PORTION THEREOF, (II) DURING
THE EXISTENCE OF ANY EVENT OF DEFAULT, TO ENHANCE THE LIKELIHOOD OF, OR MAXIMIZE
THE AMOUNT OF, REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS, OR (III) DURING THE
EXISTENCE OF AN EVENT OF DEFAULT, TO PAY ANY OTHER AMOUNT CHARGEABLE TO OR
REQUIRED TO BE PAID BY THE BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT,
INCLUDING PAYMENTS OF PRINCIPAL, INTEREST, LC DISBURSEMENTS, FEES, PREMIUMS,
REIMBURSABLE EXPENSES (INCLUDING COSTS, FEES, AND EXPENSES AS DESCRIBED IN
SECTION 9.03) AND OTHER SUMS PAYABLE UNDER THE LOAN DOCUMENTS (ANY OF SUCH LOANS
ARE HEREIN REFERRED TO AS "PROTECTIVE ADVANCES"); PROVIDED THAT NO PROTECTIVE
ADVANCE SHALL CAUSE THE AGGREGATE CREDIT EXPOSURE TO EXCEED THE AGGREGATE
COMMITMENT; PROVIDED, FURTHER, THAT THE AGGREGATE AMOUNT OF PROTECTIVE ADVANCES
OUTSTANDING AT ANY TIME, WHICH WERE MADE PURSUANT TO CLAUSES (I) AND (II) ABOVE,
SHALL NOT AT ANY TIME EXCEED $15,000,000.
PROTECTIVE ADVANCES MAY BE MADE EVEN
IF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.02 HAVE NOT BEEN SATISFIED.
THE PROTECTIVE ADVANCES SHALL BE SECURED BY THE LIENS IN FAVOR OF THE
ADMINISTRATIVE AGENT IN AND TO THE COLLATERAL AND SHALL CONSTITUTE OBLIGATIONS
HEREUNDER.
ALL PROTECTIVE ADVANCES SHALL BE ABR BORROWINGS.
THE ADMINISTRATIVE
AGENT'S AUTHORIZATION TO MAKE PROTECTIVE ADVANCES MAY BE REVOKED AT ANY TIME BY
THE REQUIRED LENDERS.
ANY SUCH REVOCATION MUST BE IN WRITING AND SHALL BECOME
EFFECTIVE PROSPECTIVELY UPON THE ADMINISTRATIVE AGENT'S RECEIPT THEREOF.
AT ANY
TIME THAT THERE IS SUFFICIENT AVAILABILITY AND THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 4.02 HAVE BEEN SATISFIED, THE ADMINISTRATIVE AGENT MAY REQUEST
THE REVOLVING LENDERS TO MAKE A REVOLVING LOAN TO REPAY A PROTECTIVE ADVANCE.
AT ANY OTHER TIME THE ADMINISTRATIVE AGENT MAY REQUIRE THE LENDERS TO FUND THEIR
RISK PARTICIPATIONS DESCRIBED IN SECTION 2.05(B).
(B) UPON THE MAKING OF A PROTECTIVE ADVANCE BY THE ADMINISTRATIVE AGENT (WHETHER
BEFORE OR AFTER THE OCCURRENCE OF A DEFAULT), EACH LENDER SHALL BE DEEMED,
WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO HAVE UNCONDITIONALLY AND
IRREVOCABLY PURCHASED FROM THE ADMINISTRATIVE AGENT WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION IN SUCH PROTECTIVE ADVANCE IN
PROPORTION TO ITS APPLICABLE PERCENTAGE OF THE AGGREGATE COMMITMENT.
FROM AND
AFTER THE DATE, IF ANY, ON WHICH ANY LENDER IS REQUIRED TO FUND ITS
PARTICIPATION IN ANY PROTECTIVE ADVANCE PURCHASED HEREUNDER, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY DISTRIBUTE TO SUCH LENDER, SUCH LENDER'S APPLICABLE
PERCENTAGE OF ALL PAYMENTS OF PRINCIPAL AND INTEREST AND ALL PROCEEDS OF
COLLATERAL RECEIVED BY THE ADMINISTRATIVE AGENT IN RESPECT OF SUCH PROTECTIVE
ADVANCE.
Section