Common use of Administrative Agent Advances Clause in Contracts

Administrative Agent Advances. Administrative Agent shall be authorized by Borrowers and Lenders, from time to time in Administrative Agent’s sole and absolute discretion, at any time that a Default or Event of Default exists or any of the conditions precedent set forth in Section 11 hereof have not been satisfied, to make U.S. Revolver Loans to U.S. Borrowers on behalf of U.S. Revolver Lenders in an aggregate amount outstanding at any time not to exceed 5% of the U.S. Borrowing Base (“Agent Advances”), but the aggregate principal amount of all outstanding U.S. Revolver Loans shall not exceed the aggregate amount of the U.S. Commitments (and to the extent that an Out-of-Formula Condition occurs as a result thereof, subject to Section 13.9.4 hereof), but only to the extent that Administrative Agent deems the funding of such Agent Advances to be necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of or the amount of repayment of the Obligations or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses, all of which Loans advanced by Administrative Agent shall be deemed part of the Obligations and secured by the Collateral; provided, however, that the Required U.S. Revolver Lenders may at any time revoke Administrative Agent’s authorization to make any such Agent Advances to U.S. Borrowers by written notice to Administrative Agent, which shall become effective upon and after Administrative Agent’s receipt thereof. Absent such revocation, Administrative Agent’s determination that funding an Agent Advance is appropriate shall be conclusive. Each U.S. Revolver Lender shall participate in each Agent Advance on a Pro Rata basis.

Administrative Agent Advances. (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Administrative Agent shall be is hereby authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s 's sole and absolute discretion, (1) after the occurrence of a Default or an Event of Default, or (2) at any time that a Default or Event of Default exists or any of the other applicable conditions precedent set forth in Section 11 hereof Article 10 have not been satisfied, to make U.S. Revolver Loans to U.S. Borrowers any Borrower on behalf of U.S. Revolver the Lenders which the Administrative Agent, in an aggregate amount outstanding at any time not to exceed 5% of the U.S. Borrowing Base (“Agent Advances”)its reasonable business judgment, but the aggregate principal amount of all outstanding U.S. Revolver Loans shall not exceed the aggregate amount of the U.S. Commitments (and to the extent that an Out-of-Formula Condition occurs as a result thereof, subject to Section 13.9.4 hereof), but only to the extent that Administrative Agent deems the funding of such Agent Advances to be necessary or desirable (iA) to preserve or protect the Collateral Collateral, or any portion thereof, (iiB) to enhance the likelihood of of, or maximize the amount of of, repayment of the Obligations Loans and other Obligations, or (iiiC) to pay any other amount chargeable to Borrowers any Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses, all expenses as described in Section 16.7 (any of which Loans advanced by the advances described in this Section 2.2(i) being hereinafter referred to as "Administrative Agent shall be deemed part of the Obligations and secured by the CollateralAdvances"); provided, however, that the Required U.S. Revolver Majority Lenders may at any time revoke the Administrative Agent’s 's authorization contained in this Section 2.2(i) to make Administrative Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Administrative Agent's receipt thereof; and provided, further, that the Administrative Agent shall not make Administrative Agent Advances for purposes described in clauses (B) and (C) above which would cause the sum of (w) the aggregate unpaid balance of all outstanding Loans made to U.S. the Borrowers at such time, (x) the aggregate amount of Pending Loans requested by written notice the Borrowers at such time, (y) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (z) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit at such time to exceed the lesser of the Maximum Revolver Amount or $15,000,000 in excess of the Combined Borrowing Bases at such time. (ii) The Administrative Agent, which shall become effective upon and after Administrative Agent’s receipt thereof. Absent such revocation, Administrative Agent’s determination that funding an Agent Advance is appropriate Advances shall be conclusiverepayable on demand and secured by the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Loans from time to time. Each U.S. Revolver The Administrative Agent shall notify each Lender shall participate in writing of each such Administrative Agent Advance on a Pro Rata basisAdvance.

Administrative Agent Advances. Administrative Agent shall be authorized by Borrowers and Lenders, from time to time in Administrative Agent’s sole and absolute discretion, at any time that a Default or Event of Default exists or any of the conditions precedent set forth in Section 11 hereof have not been satisfied, to make U.S. Revolver Loans to U.S. Borrowers on behalf of U.S. Revolver Revolver. Lenders in an aggregate amount outstanding at any time not to exceed 5% of the U.S. Borrowing Base (“Agent Advances”), but the aggregate principal amount of all outstanding U.S. Revolver Loans shall not exceed the aggregate amount of the U.S. Commitments (and to the extent that an Out-of-Formula Condition occurs as a result thereof, subject to Section 13.9.4 hereof), but only to the extent that Administrative Agent deems the funding of such Agent Advances to be necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of or the amount of repayment of the Obligations or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses, all of which Loans advanced by Administrative Agent shall be deemed part of the Obligations and secured by the Collateral; provided, however, that the Required U.S. Revolver Lenders may at any time revoke Administrative Agent’s authorization to make any such Agent Advances to U.S. Borrowers by written notice to Administrative Agent, which shall become effective upon and after Administrative Agent’s receipt thereof. Absent such revocation, Administrative Agent’s determination that funding an Agent Advance is appropriate shall be conclusive. Each U.S. Revolver Lender shall participate in each Agent Advance on a Pro Rata basis.

Administrative Agent Advances. (a) Administrative Agent shall be authorized by Borrowers and Lendersis authorized, from time to time time, in Administrative Agent’s 's sole and absolute discretiondiscretion to make, at any time that a Default authorize or Event of Default exists or any determine advances of the Loan, or otherwise expend funds, on behalf of Lenders ("Administrative Agent Advances"), (1) to pay any costs, fees and expenses as described in Section 6.10 herein, (ii) when the applicable conditions precedent set forth in Section 11 hereof Exhibit "C," Exhibit "C-1" and Exhibit "F" have not been satisfied, to make U.S. Revolver Loans to U.S. Borrowers on behalf of U.S. Revolver Lenders in an aggregate amount outstanding at any time not to exceed 5% of the U.S. Borrowing Base (“Agent Advances”), but the aggregate principal amount of all outstanding U.S. Revolver Loans shall not exceed the aggregate amount of the U.S. Commitments (and satisfied to the extent that an Out-of-Formula Condition occurs as a result thereofrequired by Administrative Agent, subject to Section 13.9.4 hereof), but only to the extent that and (iii) when Administrative Agent deems the funding of such Agent Advances to be necessary or desirable (i) to preserve or protect the Collateral Loan collateral or any portion thereofthereof (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition) (iiA) subject to enhance Section 5.5, after the likelihood occurrence of a Default, and (B) subject to Section 5.10, after acquisition of all or the amount of repayment a portion of the Obligations Loan collateral by foreclosure or otherwise. Notwithstanding the foregoing, Administrative Agent Advances after the Initial Funding which are equal to or greater than $5,000,000.00 shall require the approval of the Required Lenders, which shall not be unreasonably withheld. (iiib) to pay any other amount chargeable to Borrowers pursuant to the terms Administrative Agent Advances shall constitute obligatory advances of Lenders under this Agreement, including costs, fees and expenses, all of which Loans advanced by Administrative Agent shall be deemed part of the Obligations repayable on demand and secured by the Collateral; providedLoan collateral, howeverand shall bear interest at the rate applicable to such amount under the Loan. Administrative Agent shall notify each Lender in writing of each Administrative Agent Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent Advance, that other than the Required U.S. Revolver Lenders may at any time revoke Initial Funding, each Lender shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Administrative Agent’s authorization to make any such Agent Advances to U.S. Borrowers by written notice Advance available to Administrative Agent, which shall become effective upon and after in same day funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or before 3:00 p.m. (Administrative Agent’s receipt thereof. Absent 's Time) on the day Administrative Agent provides Lenders with notice of the making of such revocation, Administrative Agent Advance if Administrative Agent provides such notice on or before 12:00 p.m. (Administrative Agent’s determination that funding an 's Time), or (ii) on or before 12:00 p.m. on the Business Day immediately following the day Administrative Agent Advance is appropriate shall be conclusive. Each U.S. Revolver Lender shall participate in each provides Lenders with notice of the making of such advance if Administrative Agent Advance on a Pro Rata basisprovides notice after 12:00 p.m. (Administrative Agent's Time).