Common use of Payments by Agent; Protective Advances Clause in Contracts

Payments by Agent; Protective Advances. Notwithstanding any provision of any Loan Document, Agent, in its Permitted Discretion, shall have the right, but not any obligation, at any time that Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance (at the Borrower’s expense) covering any of the Collateral to the extent not obtained as required by Borrower under any Loan Document; (ii) discharge (at the Borrower’s expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize the Agent’s Lien priority in the Collateral, or, after the occurrence and continuance of a Potential Default or an Event of Default, any underlying collateral securing any Pledged Receivable; or (iii) make any other payment (at the Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, or, after the occurrence and continuance of a Potential Default or an or Event of Default, any underlying collateral securing any Pledged Receivable (each such advance or payment set forth in clauses (i), (ii) and (iii), a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 and any Protective Advances shall bear interest at the Applicable Rate from the date the Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender of any Potential Default, Event of Default or any of the rights or remedies of Agent or any Lender. If Borrower fails to make a required payment that is the subject of a Protective Advance then Borrower irrevocably authorizes disbursement of any such funds to Agent, for the benefit of itself and the Lenders, by way of direct payment of the relevant amount, interest or Obligations in accordance with Section 2.4 without necessity of any demand in accordance with the terms of this Section 2.8.

Payments by Agent; Protective Advances. Notwithstanding (a) Should any provision of any Loan Document, Agent, in its Permitted Discretion, shall have the right, but not any obligation, at any time that Borrower fails amount required to do so, and from time to time, without prior notice, to: (i) obtain insurance (at the Borrower’s expense) covering any of the Collateral to the extent not obtained as required by Borrower be paid under any Loan Document; (ii) discharge (at the Borrower’s expense) taxes or Liens affecting Document be unpaid beyond any of the Collateral that have not been applicable cure period, such amount may be paid in violation of any Loan Document or that jeopardize the Agent’s Lien priority in the Collateral, or, after the occurrence and continuance of a Potential Default or an Event of Default, any underlying collateral securing any Pledged Receivable; or (iii) make any other payment (at the Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, or, after the occurrence and continuance of a Potential Default or an or Event of Default, any underlying collateral securing any Pledged Receivable (each such advance or payment set forth in clauses (i), (ii) and (iii), a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 and any Protective Advances shall bear interest at the Applicable Rate from the date the Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender for the account of any Potential DefaultLenders, Event of Default or any which payment shall be deemed a request for a Revolving Advance as of the rights or remedies of Agent or any Lender. If Borrower fails to make a required date such payment that is the subject of a Protective Advance then due, and Borrower irrevocably authorizes disbursement of any such funds to Agent, for the benefit of itself and the Lenders, by way of direct payment of the relevant amount, interest or Obligations in accordance with Section 2.4 without necessity of any demand whether or not a Default or Event of Default has occurred and is continuing. No payment or prepayment of any amount by Agent, Lenders or any other Person shall entitle any Person to be subrogated to the rights of Agent and/or Lenders under any Loan Document unless and until the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and paid in cash, the Revolving Loan Availability has been terminated and this Agreement has been terminated. Any sums expended or amounts paid by Agent and/or Lenders as a result of Borrower’s failure to pay, perform or comply with any Loan Document or any of the Obligations may be charged to Borrower’s account as a Revolving Advance and added to the Obligations. Notwithstanding any provision of any Loan Document, Agent, in its sole discretion shall have the right, but not any obligation, at any time that Borrower fails to do so as required pursuant to this Agreement, upon not less than five (5) Business Days written notice, to: (i) discharge (at Borrower’s expense) Taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize the Agent’s Lien priority in the Collateral, including any underlying collateral securing any Receivable; or (ii) during the continuance of an Event of Default, make any other payment (at Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, including any underlying collateral securing any Receivable (each such advance or payment set forth in clauses (i) and (ii), a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 (provided, however, Agent may, at its election, be reimbursed for Protective Advances from available funds in the Collection Account prior to the occurrence of any Payment Date, and for the avoidance of doubt, all Protective Advances are immediately payable by Borrower in connection with any acceleration of the Loan after an Event of Default in accordance with this Agreement), and any Protective Advances shall bear interest at the terms Applicable Rate plus, if applicable, the Default Rate from the date the Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, any Managing Agent or any Lender of this Section 2.8any Default, Event of Default or any of the rights or remedies of Agent, any Managing Agent or any Lender. Any such Protective Advances may be charged to Borrower’s account as a Loan and added to the Obligations.