OR AN EVENT OF DEFAULT, OR
(B) AT ANY TIME THAT ANY OF THE OTHER APPLICABLE CONDITIONS PRECEDENT SET FORTH
IN SECTION 4 ARE NOT SATISFIED, TO MAKE ADVANCES TO BORROWER ON BEHALF OF THE
LENDERS THAT AGENT, IN ITS PERMITTED DISCRETION DEEMS NECESSARY OR DESIRABLE
(1) TO PRESERVE OR PROTECT THE COLLATERAL, OR ANY PORTION THEREOF, (2) TO
ENHANCE THE LIKELIHOOD OF REPAYMENT OF THE OBLIGATIONS (OTHER THAN THE BANK
PRODUCT OBLIGATIONS), OR (3) TO PAY ANY OTHER AMOUNT DUE AND PAYABLE BY BORROWER
PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT DUPLICATION, LENDER
GROUP EXPENSES (WHEN DUE AND PAYABLE IN ACCORDANCE WITH SECTION 18.10) AND THE
COSTS, FEES, AND EXPENSES DESCRIBED IN SECTION 10 (ANY OF THE ADVANCES DESCRIBED
IN THIS SECTION 2.3(D)(I) SHALL BE REFERRED TO AS "PROTECTIVE ADVANCES").
(II)
ANY CONTRARY PROVISION OF THIS AGREEMENT
NOTWITHSTANDING, THE LENDERS HEREBY AUTHORIZE AGENT AND AGENT MAY, BUT IS NOT
OBLIGATED TO, KNOWINGLY AND INTENTIONALLY,
5
CONTINUE TO MAKE ADVANCES TO BORROWER NOTWITHSTANDING THAT AN OVERADVANCE EXISTS
OR THEREBY WOULD BE CREATED, SO LONG AS AFTER GIVING EFFECT TO SUCH ADVANCES,
THE OUTSTANDING REVOLVER USAGE (EXCEPT FOR AND EXCLUDING AMOUNTS CHARGED TO THE
LOAN ACCOUNT FOR INTEREST, FEES, OR LENDER GROUP EXPENSES) DOES NOT EXCEED THE
MAXIMUM REVOLVER AMOUNT.
IN THE EVENT AGENT OBTAINS ACTUAL KNOWLEDGE THAT THE
REVOLVER USAGE EXCEEDS THE AMOUNTS PERMITTED BY THE IMMEDIATELY FOREGOING
PROVISIONS, REGARDLESS OF THE AMOUNT OF, OR REASON FOR, SUCH EXCESS, AGENT SHALL
NOTIFY THE LENDERS AS SOON AS PRACTICABLE (AND PRIOR TO MAKING ANY (OR ANY
ADDITIONAL) INTENTIONAL OVERADVANCES (EXCEPT FOR AND EXCLUDING AMOUNTS CHARGED
TO THE LOAN ACCOUNT FOR INTEREST, FEES, OR LENDER GROUP EXPENSES) UNLESS AGENT
DETERMINES THAT PRIOR NOTICE WOULD RESULT IN IMMINENT HARM TO THE COLLATERAL OR
ITS VALUE), AND THE LENDERS THEREUPON SHALL, TOGETHER WITH AGENT, JOINTLY
DETERMINE THE TERMS OF ARRANGEMENTS THAT SHALL BE IMPLEMENTED WITH BORROWER
INTENDED TO REDUCE, WITHIN A REASONABLE TIME, THE OUTSTANDING PRINCIPAL AMOUNT
OF THE ADVANCES TO BORROWER TO AN AMOUNT PERMITTED BY THE PRECEDING SENTENCE.
IN SUCH CIRCUMSTANCES, IF ANY LENDER OBJECTS TO THE PROPOSED TERMS OF REDUCTION
OR REPAYMENT OF ANY OVERADVANCE, THE TERMS OF REDUCTION OR REPAYMENT THEREOF
SHALL BE IMPLEMENTED ACCORDING TO THE DETERMINATION OF THE REQUIRED LENDERS.
EACH LENDER SHALL BE OBLIGATED TO SETTLE WITH AGENT AS PROVIDED IN
SECTION 2.3(E) FOR THE AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF ANY
UNINTENTIONAL OVERADVANCES BY AGENT REPORTED TO SUCH LENDER, ANY INTENTIONAL
OVERADVANCES MADE AS PERMITTED UNDER THIS SECTION 2.3(D)(II), AND ANY
OVERADVANCES RESULTING FROM THE CHARGING TO THE LOAN ACCOUNT OF INTEREST, FEES,
OR LENDER GROUP EXPENSES.
(III)
EACH PROTECTIVE ADVANCE AND EACH OVERADVANCE
SHALL BE DEEMED TO BE AN ADVANCE HEREUNDER.
THE PROTECTIVE ADVANCES AND
OVERADVANCES SHALL BE REPAYABLE ON DEMAND, SECURED BY AGENT'S LIENS, CONSTITUTE
OBLIGATIONS HEREUNDER, AND BEAR INTEREST AT THE RATE APPLICABLE FROM TIME TO
TIME TO ADVANCES.
THE PROVISIONS OF THIS SECTION 2.3(D) ARE FOR THE EXCLUSIVE
BENEFIT OF AGENT AND THE LENDERS AND ARE NOT