Cost Advances Sample Clauses

Cost Advances. (1) Upon and subject to the terms and conditions hereof, the Corporation will, at the request of the Indemnified Party, make Cost Advances in respect of a Proceeding to the Indemnified Party to the fullest extent permitted by law, on receipt of the following: (a) a statement of the Indemnified Party’s good faith belief that the Indemnitees are entitled to indemnification hereunder; (b) a written undertaking, in form and on terms satisfactory to the Corporation acting reasonably, by or on behalf of the Indemnitees to repay such Cost Advances if it is ultimately determined by a tribunal of competent jurisdiction that the Corporation is prohibited from paying such Costs; and (c) satisfactory evidence as to the amount of the Costs requested as Cost Advances. (2) For greater certainty, subject as hereinafter provided in Section 2.03, it shall not be necessary for the Indemnitees to pay such Costs and then seek reimbursement; if the Indemnitees provide satisfactory evidence to the Corporation for direct payment by the Corporation, the Corporation shall make payment to the Indemnitees (or as the Indemnitees may direct) within ten (10) Business Days after the Corporation has received the foregoing information from the Indemnitees. If any portion of the Costs is subject to dispute in accordance with Section 2.03, the Corporation shall promptly pay the undisputed portion of any Costs. (3) The written certification of any of the Indemnitees, together with a copy of a receipt, or a statement indicating the amount paid or to be paid by the Indemnitees, will constitute satisfactory evidence of any Costs for the purposes of Section 2.02(1). The Corporation shall have the burden of establishing that any Costs it wishes to challenge are not reasonable. (4) It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law which expands the right of the Corporation to indemnify or make Cost Advances to a director or officer, the Indemnified Party shall receive the greater benefits afforded by such change, and (ii) this Agreement be interpreted and enforced so as to provide obligatory indemnification and Cost Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Cost Advances would otherwise be discretionary.
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Cost Advances. The cost of a contract year step increments and other additional payroll related benefit costs for a contract year which are not sufficiently funded shall then be considered advanced by the District for the contract year. Any costs advanced shall have first priority in the utilization of LRSA’s proportionate share of defined revenues in future years. 1. Calculation of Available Growth Revenues Eighty percent (80%) of Growth Funds as defined in Appendix A received in a contract year shall be initially appropriated in the following manner:
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Cost Advances. For any case requiring significant expenses on the part of Xxxx & Company (such as plane fare), referral source agrees to send estimated corresponding payment in advance. Cost advances are applied to case expenses and any unused portion is fully refundable.
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Cost Advances. The cost of 2005-06 step increments and other additional payroll related benefit costs for 2005-06 which are insufficiently funded shall then be considered advanced by the District for 2005-06. Any cost advanced or insufficiently funded by the District shall have first priority in the utilization of SEIU's proportionate share of defined revenues in the subsequent year. B.1 Salary & Benefits - 2006-07 and 2007-08 Salary and fringe benefit improvements, including step changes and improvements to District contribution for medical and dental insurance, shall be determined for fiscal years 2006-07 and 2007-08 in accordance with the provisions stated in Appendix A of the Salary and Benefits 2005-06 except that and all such improvements as determined for 2006-07 and 2007-08 shall be effective at the start of the particular fiscal year.
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Cost Advances. The Corporation shall make all Cost Advances to the Indemnified Party to the fullest extent permitted by law as soon as is reasonably practicable following the receipt of a demand therefor. Each such written demand will include (i) a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party is entitled to indemnification hereunder, together with particulars of the Costs to be covered by the proposed Cost Advance; and (ii) a written undertaking by the Indemnified Party to repay all Cost Advances if and to the extent that it is determined pursuant to a final judgment that the Indemnified Party is not entitled to indemnification hereunder or that the payment of such Costs is prohibited by applicable law. Such written undertaking to repay Cost Advances will be unsecured and no interest will be charged thereon. Notwithstanding any other provision of this Agreement, to the extent that the Indemnified Party is, by reason of the fact that the Indemnified Party is or was a director or officer of the Corporation or of an Other Entity, or serves or served in a similar capacity thereto at the Corporation’s request, a witness or participant other than as a named party in an investigation or proceeding, the Corporation will pay to the Indemnified Party on behalf of the Corporation all out-of-pocket expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection therewith.
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Cost Advances. The cost of a contract year step increments and other additional payroll related benefit costs for a contract year which are not sufficiently funded shall then be considered advanced by the District for the contract year. Any costs advanced which are insufficiently funded by the District shall have first priority in the utilization of LRSA’s proportionate share of defined revenues in future years. Attachment 1: Calculation of Available Growth Revenues & Related Growth Costs 2015-18‌ The following information has been prepared to describe how District growth revenues are appropriated to serve the additional students of our District and the funding of related growth costs. Revenue amounts remaining after funding the identified growth costs is called Available Growth Revenues.
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Cost Advances. The cost of a contract year compensation improvements and related benefit costs for a contract year which are insufficiently funded shall be considered advanced by the District. Any cost advanced shall have first priority in the utilization/distribution of LRCFT's proportionate share of defined revenues in future years. Assignment Formula Hours Step 1 Step 2 Step 3 Step 4 Step 5 Baseball 7 $5,160 $5,366 $5,581 $5,804 $6,036 Basketball 7 $5,160 $5,366 $5,581 $5,804 $6,036 Cross Country 7 $4,043 $4,205 $4,373 $4,548 $4,730 Football 7 $5,160 $5,366 $5,581 $5,804 $6,036 Golf 7 $4,043 $4,205 $4,373 $4,548 $4,730 Hockey 7 $5,160 $5,366 $5,581 $5,804 $6,036 Soccer 7 $5,160 $5,366 $5,581 $5,804 $6,036 Softball 7 $5,160 $5,366 $5,581 $5,804 $6,036 Swimming 7 $4,043 $4,205 $4,373 $4,548 $4,730 Tennis 7 $4,043 $4,205 $4,373 $4,548 $4,730 Track & Field 7 $5,160 $5,366 $5,581 $5,804 $6,036 Volleyball 7 $5,160 $5,366 $5,581 $5,804 $6,036 Water Polo 7 $4,043 $4,205 $4,373 $4,548 $4,730 Wrestling 7 $4,043 $4,205 $4,373 $4,548 $4,730 Head Coaching Stipend Schedule for Faculty Assignment Formula Hours Step 1 Step 2 Step 3 Step 4 Step 5 Baseball 7 $5,368 $5,582 $5,806 $6,038 $6,279 Basketball 7 $5,368 $5,582 $5,806 $6,038 $6,279 Assignment Formula Hours Stipend Baseball, assistant 5 $2,233 Basketball, assistant 5 $2,233 Football, assistant 5 $2,233 Soccer, assistant 5 $2,233 Softball, assistant 5 $2,233 Track and Field, assistant 5 $2,233 Assistant Coaching Stipend Schedule for Faculty* Assignment Formula Hours Stipend 20147-158 Department Chair Stipend Schedule for Faculty Maximum Department Chair Level* Stipend** Level I: Under 15 Points $3,6741,351 Level II: 15 – 19.9 Points $7,349 OR 2,703 10% Reassigned Time Per year plus a $500 annual stipend Level III: 20 Points or More 20% Reassigned Time Per Semester * Refer to Article 2 and Appendix G for additional information regarding Department Chairs. ** Refer to MOU #26 of the 2005-2008 LRCFT Collective Bargaining Agreement regarding an increase in the stipend and its triggering mechanism for Department Chairs. Effective: July 1, 20174 Performing Arts: The District shall provide stipends and/or load equity for performing arts instructors. Subject Maximum Stipend* Art: Art Gallery Director $1,305 Dance: Director $1,305 Forensics: Coach (district-wide) $1,863 Forensics: Assistant Coach $1,305 Forensics: Tournament Coordinator / Debate $931 Journalism: Student Newspaper $1,863 Journalism: Literary Journal Advisory $1,863 Music (...
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Cost Advances. The cost of 2011-12 compensation improvements and related benefit costs for 2011- 12 which are insufficiently funded shall be considered advanced by the District. Any cost advanced shall have first priority in the utilization/distribution of LRCFT's proportionate share of defined revenues in 2012-13 or subsequent year. Sports Program Formula Hour Assignment Stipend Baseball, Head Coach 7 $5,160 Baseball, Assistant Coach 5 $2,233 Basketball, Head Coach 7 $5,160 Basketball, Assistant Coach 5 $2,233 Cross Country, Head Coach 7 $4,043 Football, Head Coach 7 $5,160 Football, Assistant Coach 5 $2,233 Golf, Head Coach 7 $4,043 Hockey, Head Coach 7 $5,160 Soccer, Head Coach 7 $5,160 Soccer, Assistant Coach 5 $2,233 Softball, Head Coach 7 $5,160 Softball, Assistant Coach 5 $2,233 Swimming, Head Coach 7 $4,043 Tennis, Head Coach 7 $4,043 Track and Field, Head Coach 7 $5,160 Track and Field, Asst. Coach 5 $2,233 Volleyball, Head Coach 7 $5,160 Water Polo, Head Coach 7 $4,043 Wrestling, Head Coach 7 $4,043 Effective: July 1, 2011 Approved: June 2011 Level I: Under 15 Points $1,351 Level II: 15 – 19.9 Points $2,703 Level III: 20 Points or More 20% Reassigned Time Per Semester Effective: July 1, 2011 Performing Arts: The District shall provide stipends and/or load equity for performing arts instructors. Subject Maximum Stipend* Art: Art Gallery Director $1,305 Dance: Director $1,305 Forensics: Coach (district-wide) $1,863 Forensics: Assistant Coach $1,305 Forensics: Tournament Coordinator / Debate $931 Journalism: Student Newspaper $1,863 Journalism: Literary Journal Advisory $1,863 Music (Performing Group): Director $1,863 Theatre Arts: Director $1,863 Theatre Arts: Technical Director $1,863 Theatre Arts: Musical Director $1,863 Theatre Arts: Vocal Director $1,305 Theatre Arts: Costumer $1,305 Theatre Arts: Choreography $1,305 Theatre Arts: Promotion/Box Office $1,863 TV/Radio: Program Producer $1,305 Effective: July 1, 2011 A faculty member with more than one (1) assignment may be eligible for more than one (1) stipend; however, no faculty member may receive more than two (2) stipends a semester (exceptions noted in the descriptions below). For purposes of developing stipends, fall and winter “seasons” are to be considered as one semester subject to the limitations described in this document. Art: Art Gallery Director (Non-Student Shows) Responsibilities include following institutional budgetary procedures in coordinating all gallery exhibits to include scheduling and...
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Related to Cost Advances

  • Revolving Advances (a) The Note A-2 Holder hereby agrees to advance to the Mortgage Loan Borrower any Revolving Advance required to be made under Note A-2 and the Mortgage Loan Documents, it being the specific intent of the parties hereto that no other Noteholder shall have any obligation and shall not be liable for making any Revolving Advance. The Note A-2 Holder shall remit each Revolving Advance on the date that such Revolving Advance is required to be made pursuant to the Mortgage Loan Documents and Note A-2. The parties hereto agree that (i) the determination of whether the Mortgage Loan Borrower is entitled to receive any Revolving Advance shall rest solely with the Note A-2 Holder, who shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith, and (ii) the Note A-2 Holder shall be solely responsible for funding the Revolving Advance to the Mortgage Loan Borrower following such determination that the Mortgage Loan Borrower is entitled to receive such Revolving Advance under the terms of the Mortgage Loan Agreement. (b) For so long as the Revolving Advance Obligation has not been fully discharged and any Securitization is outstanding, Note A-2 may only be transferred to a transferee: (i) that is a Qualified Institutional Lender, or (ii) if the credit rating of the transferee from any applicable Rating Agency is lower than the credit rating of the Initial Note A-2 Holder, as to which the A-2 Holder has received confirmation in writing from each such Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Mortgage Loan Borrower. In addition, for so long as the Revolving Advance Obligation has not been fully discharged, (i) no Transfer of Note A-2 shall violate the Mortgage Loan Documents and (ii) the transferee shall assume all Revolving Advance Obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable to the Note A-2 Holder. (c) The Note A-2 Holder shall indemnify and hold harmless each other Noteholder, any Servicer, the Certificate Administrator and the Trustee (each a “Revolving Advance Indemnified Party”), against any and all losses, claims, damages, costs, expenses (including the fees and disbursements of outside counsel retained by any such person) and liabilities in connection with, arising out of, or as a result of the Note A-2 Holder's failure to satisfy its obligations to make any and all Revolving Advances, including without limitation, (i) any claims made by the Mortgage Loan Borrower or its Affiliates or (ii) any failure of payment by the Mortgage Loan Borrower under the Mortgage Loan, in each case that results from a failure to make any Revolving Advance as required under the Mortgage Loan Documents, except, as to such Future Funding Indemnified Party, to the extent that it is finally judicially determined that any losses, claims, damages, costs, expenses or liabilities resulted primarily from the bad faith or willful misconduct of such Revolving Advance Indemnified Party. Each Revolving Advance Indemnified Party shall be a third party beneficiary of this Agreement with respect to the indemnification obligations of the Note A-2 Holder set forth in this Section 41. In the event that the Note A-2 Holder becomes involved in any action, proceeding or investigation in connection with any transaction or matter referred to or contemplated by this Agreement, the Note A-2 Holder shall promptly reimburse such Revolving Advance Indemnified Party upon demand therefor in an amount equal to its reasonable legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith to the extent such party is entitled to indemnification for such legal or other costs and expenses hereunder. In addition, the Note A-2 Holder agrees that each Revolving Advance Indemnified Party may deduct and offset any amount to be indemnified hereunder from and against any amount that is due to the Note A-2 Holder under the Servicing Agreement. The indemnification obligations of the Note A-2 Holder hereunder shall survive any termination of the Agreement. Each Revolving Advance Indemnified Party's rights pursuant to this Section 41 are in addition to any other rights a Revolving Advance Indemnified Party may have at law or in equity. (d) The Note A-2 Holder shall provide notice of the making of any Revolving Advance and the amount of such Revolving Advance to each other Noteholder, the Master Servicer, the Special Servicer and the Operating Advisor. (e) The Note A-1-A-1 Holder (or at any time when such Note is included in a Securitization, the Master Servicer) shall maintain a record of each Revolving Advance advanced by the Note A-2 Holder and will increase the Note A-2 Principal Balance by the amount of such Revolving Advance.

  • Maximum Advances In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement. Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

  • Loan Advances During the Revolving Period, the Borrower may, at its option, request the Revolving Lenders to make advances of funds (each, a “Loan Advance”) by delivering a Funding Notice with respect to such Loan Advance to the Administrative Agent, which shall provide notification to the Revolving Lenders with respect thereto, in an aggregate amount up to the Availability as of the proposed Funding Date of the Loan Advance; provided, however, that no Revolving Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the applicable Revolving Period End Date or the Termination Date. Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Revolving Lenders shall fund such Loan Advance.

  • Term Advances The Borrower shall pay to the Administrative Agent for the ratable benefit of each Term Lender the aggregate outstanding principal amount of the Term Advances in quarterly installments each equal to $412,500 (which is equal to five percent (5%) of $8,250,000). Such quarterly installments shall be due and payable on each March 31st, June 30th, September 30th, and December 31st, commencing with December 31, 2012, and a final installment of the remaining, unpaid principal balance of the Term Advances payable on the Term Maturity Date.

  • Equipment Advances (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrower. Borrower may request Equipment Advances at any time during the Draw Period, provided that the initial Equipment Advance shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) (the “Initial Equipment Advance”). The aggregate outstanding amount of Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed sixty percent (60%) of the invoice amount of equipment and software listed in that certain Machinery and Equipment 2013 Projection delivered to Bank on or about the Closing Date (which Borrower shall, in any case, have purchased, (i) with respect to the Initial Equipment Advance, within one hundred eighty (180) days and (ii) with respect to all subsequent Equipment Advances, within ninety (90) days, of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. Each Equipment Advance must be in an amount equal to the lesser of One Hundred Fifty Thousand Dollars ($150,000) or the amount that has not yet been drawn under the Equipment Line. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding on June 30, 2013 shall be payable in twenty seven (27) equal monthly installments of principal, plus all accrued interest, beginning on July 1, 2013, and continuing on the same day of each month thereafter through the Equipment Maturity Date. Any Equipment Advances made by Bank after June 30, 2013 shall immediately amortize and be payable in equal monthly installments of principal, plus all accrued interest, beginning on the first (1st) day of the month immediately following such Equipment Advance and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with the Equipment Advances made under this Section 2.1(b) shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Except as set forth in the Pricing Addendum, Borrower may prepay the Equipment Advances prior to the Equipment Maturity Date, provided that on the date of such prepayment Borrower shall, (i) prepay all but not less than all of the Equipment Advances and (ii) in connection with such prepayment, pay to the Bank to the Prepayment Fee, if applicable. (iii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time three (3) Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed. Bank shall be entitled to rely on any facsimile notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance.” 2. Section 2.1(c) of the Agreement hereby is amended and restated in its entirety to read as follows:

  • Advances; Reimbursement of Advances (a) From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related Trustee may be obligated to make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the terms of the Non-Lead Servicing Agreement, the related Non-Lead Master Servicer and/or the related Trustee may be obligated to make P&I Advances with respect to the Non-Lead Note. The Lead Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to the Non-Lead Note and the related Non-Lead Master Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Lead Note or any Property Advance. The Lead Servicer, the Non-Lead Master Servicer and any Trustee will be entitled to interest on any Advance made in the manner and from the sources provided in the Note A-1 PSA and the Note A-2 PSA, as applicable. (b) The Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization as provided in the Servicing Agreement. (c) To the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead Servicer for any Property Advance and/or interest thereon and the Lead Servicer or the related Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Property Advance or interest thereon, the Non-Lead Note Holder (including any Securitization into which the Non-Lead Note is deposited) shall be required to, promptly following notice from the Lead Servicer, pay to the Lead Securitization for its pro rata share of such Property Advance and/or interest thereon at the Reimbursement Rate. In addition, the Non-Lead Note Holder (including any Securitization into which the Non-Lead Note is deposited) shall promptly reimburse the Lead Servicer or the related Trustee for the Non-Lead Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing Agreement (to the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient for reimbursement of such amounts). (d) The parties to each of the Note A-1 PSA and the Note A-2 PSA shall each be entitled to make their own recoverability determination with respect to a P&I Advance based on the information that they have on hand and in accordance with the Note A-1 PSA and the Note A-2 PSA, as applicable. (e) If the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms of the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of the Non-Lead Note share from the Non-Lead Note Holder.

  • Revolver Advances (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

  • Term Loan Advances Subject to Section 2.3(b), the principal amount outstanding for each Term Loan Advance shall accrue interest at a floating per annum rate equal to one percent (1.0%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(d) below.

  • Letter of Credit Advances (i) The Borrower shall repay to the Paying Agent for the account of each Issuing Bank and each other Revolving Credit Lender that has made a Letter of Credit Advance on the earlier of demand and the Termination Date the outstanding principal amount of each Letter of Credit Advance made by each of them. (ii) The Obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit, and the obligations of Revolving Credit Lenders to reimburse any Issuing Bank for Letter of Credit Advances not reimbursed by the Borrower, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”); (B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents; (C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; (D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (E) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; (F) any exchange, release or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or (G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a Guarantor.

  • Agent Advances (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

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