Common use of Overadvances and Protective Advances Clause in Contracts

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the Overadvance does not continue for more than thirty (30) consecutive days and (ii) the aggregate amount of the Overadvances does not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. (b) The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that (i) Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the aggregate amount of Overadvances and Protective Advances at the time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iii) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility after the making of any such Overadvances and Protective Advances. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse the Administrative Agent on demand. Any funding of Protective Advances shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, [(a) ]when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the Overadvance does not continue for more than thirty (30) consecutive days and (ii) the aggregate amount of the Overadvances does not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. (b) The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that (i) Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the aggregate amount of Overadvances and Protective Advances at the time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iii) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility after the making of any such Overadvances and Protective Advances. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse the Administrative Agent on demand. Any funding of Protective Advances shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the Overadvance does not continue for more than thirty (30) consecutive days and (ii) the aggregate amount of the Overadvances does not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. (b) The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ ' business operations, or to enhance the collectability or repayment of the Obligations; provided that (i) Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the aggregate amount of Overadvances and Protective Advances at the time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iii) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility after the making of any such Overadvances and Protective Advances. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse the Administrative Agent on demand. Any funding of Protective Advances shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (aA) If Overall Excess Availability is less than $0 (an “Overadvance”) at any timeBorrower Agent, the excess amount shall be payable (or Cash Collateralized in the case on behalf of outstanding Letters of Credit) by the Borrowers all Borrowers, may request and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the elect in its sole and absolute discretion to make or allow to remain outstanding, Revolving Loans to Borrowers at a time when Total Revolving Credit Lenders Outstandings exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (and such amounts or Loans being herein referred to honor requests for Overadvance Loans individually as an “Overadvance” and to forbear from requiring the Borrowers to cure an Overadvancecollectively, (a) when no other Default or Event of Default is known to the Administrative Agentas “Overadvances”), so long as (i1) the no Overadvance does not shall continue for more than thirty (30) 30 consecutive days without the consent of the Required Lenders and (ii2) the aggregate amount of the all Overadvances does at any time outstanding is not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver known by the Administrative Agent or the Lenders to exceed ten percent 10% of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative AgentBorrowing Base. (bB) The Administrative Agent shall be authorizedis hereby authorized by the Borrowers and each Lender, in its discretion, at any time, whether or not a Default or Event of Default exists or time that any conditions set forth in Section 4.02 ARTICLE V are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) Revolving Loans if the Administrative Agent, in its Permitted Discretion, Agent deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that or (ib) to pay any other amounts chargeable to Borrowers under any Loan Documents, including costs, fees and expenses (“Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the Advances”). The aggregate outstanding principal amount of Overadvances and Protective Advances at the any time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iiiwhen combined with any outstanding Overadvance) ten percent 10% of the Borrowing Base. (C) In no event shall an Overadvance or Protective Advance be made or permitted to continue to the extent it would cause Total Revolving Credit Outstandings shall not to exceed the Aggregate Revolving Credit Facility after the making of any such Overadvances Commitments. Each Overadvance and Protective Advances. All Protective Advances Advance shall be deemed to be a Revolving Loan hereunder and bear interest at the Default Raterate applicable to Base Rate Loans. All The Administrative Agent’s determination that funding or permitting an Overadvance or a Protective Advances Advance is appropriate shall be Obligations secured by the Collateral conclusive. Each Revolving Lender’s obligation to fund its Applicable Percentage of any Overadvance or Protective Advance permitted hereunder shall be absolute and unconditional and shall not be payable affected by any circumstance, including (A) the Borrowers on demand by failure of any conditions set forth in ARTICLE V hereof to be satisfied, (B) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse , the Administrative Agent on demand. Any funding Borrowers or any other Person for any reason whatsoever, (C) the occurrence or continuance of Protective Advances shall a Default, or (D) any other occurrence, event or condition, whether or not constitute a waiver by the Administrative Agent or the Lenders similar to any of the Event of Default caused therebyforegoing. In no event shall the Borrowers any Borrower or any other Credit Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (aA) If Overall Excess Availability is less than $0 (an “Overadvance”) at any timeThe Borrower may request, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the elect in its sole and absolute discretion to make or allow to remain outstanding, Revolving Loans to Borrower at a time when Total Revolving Credit Lenders Outstandings exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (and such amounts or Loans being herein referred to honor requests for Overadvance Loans individually as an “Overadvance” and to forbear from requiring the Borrowers to cure an Overadvancecollectively, (a) when no other Default or Event of Default is known to the Administrative Agentas “Overadvances”), so long as (i1) the no Overadvance does not shall continue for more than thirty (30) 30 consecutive days without the consent of the Required Lenders and (ii2) the aggregate amount of the all Overadvances does at any time outstanding is not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver known by the Administrative Agent or the Lenders to exceed 10% of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative AgentBorrowing Base. (bB) The Administrative Agent shall be authorizedis hereby authorized by the Borrower and each Lender, in its discretion, at any time, whether or not a Default or Event of Default exists or time that any conditions set forth in Section 4.02 ARTICLE V are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) Revolving Loans if the Administrative Agent, in its Permitted Discretion, Agent deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that or (ib) to pay any other amounts chargeable to Borrower under any Loan Documents, including costs, fees and expenses (“Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the Advances”). The aggregate outstanding principal amount of Overadvances and Protective Advances at the any time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iiiwhen combined with any outstanding Overadvance) 10% of the Borrowing Base. (C) In no event shall an Overadvance or Protective Advance be made or permitted to continue to the extent it would cause Total Revolving Credit Outstandings shall not to exceed the Aggregate Revolving Credit Facility after the making of any such Overadvances Commitments. Each Overadvance and Protective Advances. All Protective Advances Advance shall be deemed to be a Revolving Loan hereunder and bear interest at the Default Raterate applicable to Eurodollar Loans. All The Administrative Agent’s determination that funding or permitting an Overadvance or a Protective Advances Advance is appropriate shall be Obligations secured by the Collateral conclusive. Each Revolving Lender’s obligation to fund its Applicable Percentage of any Overadvance or Protective Advance permitted hereunder shall be absolute and unconditional and shall not be payable affected by any circumstance, including (A) the Borrowers on demand by failure of any conditions set forth in ARTICLE V hereof to be satisfied, (B) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse , the Administrative Agent on demand. Any funding Borrower or any other Person for any reason whatsoever, (C) the occurrence or continuance of Protective Advances shall a Default, or (D) any other occurrence, event or condition, whether or not constitute a waiver by the Administrative Agent or the Lenders similar to any of the Event of Default caused therebyforegoing. In no event shall the Borrowers Borrower or any other Credit Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, so as long as (i) the Overadvance does not continue for more than thirty (30) 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the aggregate amount Overadvance is not known by the Administrative Agent to exceed $3,000,000; and (b) regardless of whether an Event of Default exists, if the Overadvances Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $2,000,000, and (ii) does not exceed $5,000,000continue for more than 30 consecutive days. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. (b) The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that (i) Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the aggregate amount of Overadvances and Protective Advances at the time of the making thereof by the Administrative Agent shall not exceed $15,000,000 5,000,000 after giving effect thereto and (iiiii) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility after the making of any such Overadvances and Protective Advances. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse the Administrative Agent on demand. Any funding of Protective Advances shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Overadvances and Protective Advances. (ai) Overadvances. (A) If Overall Excess Availability is less than $0 at any time the aggregate principal balance of all Loans exceeds the Borrowing Base (an “Overadvance”) at any time), the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing on demand by the Required Lenders, Administrative Agent. All Overadvance Loans shall constitute Obligations secured by the Collateral and shall be entitled to all benefits of the Loan Documents. (B) The Administrative Agent may may, in its discretion (but shall have absolutely no obligation to), require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) to cure an Overadvance, Overadvance as long as (a) when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the such Overadvance does not continue for more than thirty (30) 30 consecutive days and (iib) the aggregate amount of the Overadvances does existing at any time, together with the Protective Advances outstanding at any time, do not exceed $5,000,000ten percent (10.0%) of the Commitments then in effect. Notwithstanding the foregoing, (i) the Borrowers shall Overadvance Loans may be required to cure Overadvances and (ii) even if the conditions set forth in Section 5.02 have not been satisfied. In no Revolving Credit Lender event shall Overadvance Loans be required to honor a request for Overadvance Loans if that would cause the Total Revolving Credit Outstandings exceed or would to exceed the Aggregate Revolving Credit Facility after giving effect theretoCommitments. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans to any or all Borrowers by written notice to the Administrative Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers any Borrower or any other Credit Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. (b2.01(c) The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect any Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations; provided that (i) Protective Advances do not continue for more than thirty (30) consecutive days, (ii) the aggregate amount of Overadvances and Protective Advances at the time of the making thereof by the Administrative Agent shall not exceed $15,000,000 after giving effect thereto and (iii) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility after the making of any such Overadvances and Protective Advances. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent. Each Revolving Credit Lender shall participate in each Protective Advance in accordance with is Applicable Percentage and shall reimburse the Administrative Agent on demand. Any funding of Protective Advances shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.