Out-of-Formula Loans. If the unpaid balance of Revolver Loans outstanding at any time should exceed the Borrowing Base at such time (an "Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing to, in their sole and absolute discretion, make Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demand and shall bear interest as provided in this Agreement for Revolver Loans generally.
Out-of-Formula Loans. Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the other applicable conditions precedent set forth in Section 3.2 hereof have not been satisfied or the Commitments hereunder have been terminated for any reason, or (c) any other contrary provision of this Agreement, the Administrative Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Loans at any time to exceed the Borrowing Base by up to 10% of the Borrowing Base for up to 60 consecutive Business Days (excluding, for purposes of all calculations of the Borrowing Base contained in this Section 2.15, clause (d) of the definition of “Borrowing Base”) (the “Out-of-Formula Loans”). If the Administrative Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, the Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Pro Rata Shares, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the rate of interest provided for in Section 2.10 for Base Rate Loans; provided that, if the Administrative Agent does permit Out-of-Formula Loans, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the “Borrowing Base” nor shall any Lender be obligated to fund Revolving Loans in excess of its Revolving Commitment. For purposes of this paragraph, the discretion granted to the Administrative Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables”, “Eligible Unbilled Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Loans are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event the Administrative Agent involuntarily permits the outstanding Revolving Loans to exceed the Borrowing Base by more than 10%, the Administrative Agent shall use its efforts to have the Credit Parties decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Loans made after the Administrative Agent has dete...
Out-of-Formula Loans. If the unpaid balance of Revolver Loans outstanding at any time should exceed the Borrowing Base at such time (an "Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing in their sole and absolute discretion to make Out-of-Formula Loans or are required to do so by SECTIONS 1.1.6 or 12.9.4 hereof, such Out-of-Formula Loans shall be payable ON DEMAND and shall bear interest as provided in SECTION 2.1.5 of this Agreement.
Out-of-Formula Loans. 2.5.1. U.S. Out-of-Formula Loans. If the U.S. Revolver Outstandings at any time should exceed the U.S. Borrowing Base at such time (a “U.S. Out-of-Formula Condition”), such U.S. Revolver Loans shall nevertheless constitute U.S. Obligations that are secured by the U.S. Collateral and entitled to all of the benefits of the Credit Documents. In the event that U.S. Revolver Lenders are willing in their sole and absolute discretion to make U.S. Out-of-Formula Loans or are required to do so by Section 2.8 or 13.9.4 hereof, such U.S. Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate.
Out-of-Formula Loans. Unless its authority has been revoked in writing by the Required Lenders, the Agent may require the Lenders to honor requests for Out-of-Formula Loans and to forbear from requiring the Borrower to cure an Out-of-Formula Condition, (a) when no Event of Default is known to the Agent, as long as (i) the Out-of-Formula Condition does not continue for more than 30 consecutive days (and no Out-of-Formula Condition may exist for at least 5 consecutive days thereafter before further Out-of-Formula Loans are required), and (ii) the Out-of-Formula Condition is not known by the Agent to exceed $10,000,000; and (b) regardless of whether an Event of Default exists, if the Agent discovers an Out-of-Formula Condition not previously known by it to exist, as long as from the date of such discovery the Out-of-Formula Condition (i) is not increased by more than $5,000,000 at any time during a Seasonal Period or $10,000,000 at any time other than during a Seasonal Period and (ii) does not continue for more than 30 consecutive days. In no event shall Out-of-Formula Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the Maximum Revolver Amount. Any funding of an Out-of-Formula Loan or sufferance of an Out-of-Formula Condition shall not constitute a waiver by the Agent or the Lenders of any Event of Default that may then exist. In no event shall the Borrowers or other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
Out-of-Formula Loans. If the unpaid balance of Revolving Advances outstanding at any time should exceed the Formula Amount at such time (an "Out-of-Formula Condition"), such Revolving Advances shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. If Agent or Lenders are willing in their sole and absolute discretion to make Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate; provided that, if Lenders do make Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) or be obligated to honor requests for Revolving Advances when an Out-of-Formula Condition exists or would result therefrom.
Out-of-Formula Loans. If the unpaid balance of Revolver Loans outstanding at any time should exceed the Borrowing Base at such time (an "Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing in their sole and absolute discretion to make Out-of-Formula Loans or are required to do so by SECTION 13.9.4 hereof, such Out-of-Formula Loans shall be payable ON DEMAND and shall bear interest as provided in SECTION 3.1.5 of this Agreement. Notwithstanding the foregoing, the maximum amount of Out-of-Formula Loans outstanding at any time, when added to the aggregate of Revolver Loans, LC Obligations and Protective Advances outstanding at such time, shall not exceed $150,000,000.
Out-of-Formula Loans. If the unpaid balance of Revolver Loans outstanding at any time should exceed the Borrowing Base at such time (an “Out of Formula Condition”), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing to, in their sole and absolute discretion, make Out of Formula Loans, such Out of Formula Loans shall be payable on demand and shall bear interest as provided in Section 2.1.5.
Out-of-Formula Loans. If the unpaid balance of Revolver Loans allocated to Borrowers at any time should exceed Availability at such time (in such case, an “Out-of-Formula Condition”), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing in their discretion to make Out-of-Formula Loans or are required to do so by Section 13.9.4, such Out-of-Formula Loans shall be due and payable as provided in Section 5.2.1(iii) and shall bear interest as provided in Section 3.1.5.
Out-of-Formula Loans. If the unpaid balance of Revolver Loans allocated to Xxxxxxx Sealing or the Excess Collateral Providers at any time should exceed the Availability of Xxxxxxx Sealing or the Excess Collateral Providers, as applicable, at such time, or the unpaid balance of Revolver Loans allocated to Xxxxxxx Sealing and the Excess Collateral Providers at any time should exceed the Aggregate Availability at such time (in either such case, an “Out-of-Formula Condition”), such Revolver Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Loan Documents. In the event that Lenders are willing in their discretion to make Out-of-Formula Loans or are required to do so by Section 13.9.4, such Out-of-Formula Loans shall be due and payable as provided in Section 5.2.1(iii) and shall bear interest as provided in Section 3.1.5.
