Permitted Overadvances. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swingline Lender and the Issuing Lenders, and each Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swingline Advance. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Base Rate Advance and an Obligation (as defined in the Guarantee and Collateral Agreement) and shall be repaid by the Borrowers in accordance with the provisions of Section 2.11(b). The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Article III regarding the Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swingline Advance. The Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to “inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the Agent (such as a reduction in the collateral value)) regardless of the amount of any such Overadvance(s).
Permitted Overadvances. The Administrative Agent, the Lenders and Issuing Lender shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders and the Issuing Lender and the Borrowers and each Lender shall be bound thereby. Any Permitted Overadvance (other than one made with respect to the Canadian Borrower) may constitute a Swing Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Revolving Credit Loan to which the Base Rate Option (or, with respect to the Canadian Borrower, the Canadian Prime Rate Option) applies and an Obligation and shall be repaid by the Domestic Borrowers or Canadian Borrower, as applicable, on demand. The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.9.3 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.6.5 regarding the Lenders’ obligations to purchase participations with respect to Swing Loans. The Administrative Agent shall have no liability for, and no Borrower, Lender or Issuing Bank shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).
Permitted Overadvances. The Swingline Lender may extend Swingline Loans even if after giving effect thereto the Committed Exposure exceeds the Total Availability (each such Swingline Loan herein an "Overadvance Loan") if it determines to do so in its discretion (the Swingline Lender however having no obligation to do so) and the following conditions are SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 27 satisfied as of the date when the Overadvance Loan is made: (A) the aggregate amount by which the Committed Exposure exceeds the Total Availability does not at any time exceed five percent (5%) of the total amount of the Commitments of all Banks (such aggregate amount, herein the "Overadvance"); (B) the Committed Exposure shall at no time exceed the aggregate amount of the Commitments; (C) no other Overadvance Loan had been outstanding for more than forty-five (45) consecutive days; (D) no other Overadvance Loan had been made within the last one hundred and eighty days (180); and (E) the applicable Overadvance results from the payment by the Swingline Lender of any amounts required to maintain, protect or realize upon the Collateral or to prevent a cessation of business by the Borrower or any of the Subsidiaries. The fact that the Swingline Lender may make an Overadvance Loan or an Overadvance may exist, shall not constitute a waiver of the rights and remedies of the Administrative Agent and the Banks under this Agreement and the Administrative Agent and the Banks, may at any time require the Borrower's strict compliance with this Agreement, including without limitation, the provisions of Section 2.11(b)(i). The terms of this Section 2.03(a)(ii) are provided to facilitate the administration of the facility contemplated hereby as among the Banks. This Section 2.03(a)(ii) shall not give the Borrower any substantive rights against the Swingline Lender or any other Bank and is for the sole benefit of the Administrative Agent and the Banks.
Permitted Overadvances. Any provision of this Agreement to the contrary notwithstanding, (i) at the request of the Borrower, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrower on behalf of Lenders in amounts that cause the Total Revolving Credit Outstandings to exceed the Borrowing Base (any such excess Revolving Credit Advances are herein referred to collectively as “Permitted Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swingline Lender’s or the Lenders’ right to refuse to make any further Permitted Overadvances, Swingline Loans or Revolving Credit Loans, issue any Letter of Credit or incur any Letter of Credit Exposure, as the case may be, at any time that an Permitted Overadvance exists, and (B) no Permitted Overadvance shall result in a Default or Event of Default due to the Borrower’s failure to comply with Section 5.2(b) for so
Permitted Overadvances. Notwithstanding the limitations set forth above, BNY, for its own account, retains the right to lend Borrower from time to time such amounts in excess of such limitations as BNY may determine in its sole discretion. The term "BNY Overadvances" means voluntary overadvances made by BNY in its sole discretion which shall (A) be designated by BNY as a BNY Overadvance, (B) be due and payable to BNY on demand (subject to the last sentence of this subsection (c)), (C) not exceed $7,500,000 at any time outstanding, (D) be secured by the Collateral on a basis junior to all other Obligations of Borrower hereunder and (E) not result in the then aggregate Revolving Credit Advances outstanding exceeding the Maximum Loan Amount. BNY shall not demand repayment of a BNY Overadvance, unless after giving effect to such repayment the then aggregate outstanding principal balance of outstanding Loans (including any BNY Overadvances) is less than the lesser of (A) the Maximum Loan Amount or (B) the Formula Amount.
Permitted Overadvances. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swingline Lender and the L/C Issuing Bank, and each Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swingline Advance. A Permitted Overadvance is for the account of the Borrower and shall constitute a Base Rate Advance (or a Prime Rate Advance, as applicable) and an Obligation (as defined in the Guarantee and Collateral Agreement) and shall be repaid by the Borrower in accordance with the provisions of
Permitted Overadvances. Permitted Overadvances shall bear interest on the unpaid principal amount thereof at the higher of (1) the rate then applicable to Base Rate Loans or (2) the maximum rate then applicable to LIBO Rate Loans, plus (3) 0.25%."
3. Amendment of Section 5.1(a) and (b). Section 5.1(a) and 5.1(b) each shall be and hereby is amended to add the phrase ", together with management's discussion and analysis of the important operational and financial developments during such period." at the end thereof.
4. New Section 5.1(c). A new Section, ss.5.1(c), shall be and hereby is added to the Agreement which shall be as set forth below.
Permitted Overadvances. If at any time Revolving Lender for any reason honors a request by Borrowers for an Overadvance, such Overadvance shall be known as a “Permitted Overadvance” and shall be made in Revolving Lender’s sole discretion subject to any additional terms as Revolving Lender deems necessary and shall be repayable upon demand by Revolving Lender. All Permitted Overadvances shall be deemed Revolving Loans and the aggregate amount of all Overadvances at any time outstanding, including, without limitation Permitted Overadvances, shall not exceed the lesser of (i) $4,500,000 or (ii) an amount equal to (A) the Revolving Line of Credit Amount minus (B) the aggregate amount of (1) outstanding Revolving Loans, (2) amounts available to be drawn under outstanding Letters of Credit issued under the Revolving Credit Facility, (3) the reimbursement obligations of the Borrowers under Letters of Credit issued under the Revolving Line of Credit on which demand for payment has been made at such time and (4) the face amount of Letters of Credit the issuance of which has been authorized by the Agent.
Permitted Overadvances. So long as there has occurred no Event of Default or any Potential Default which is continuing, for a period of two hundred forty (240) days following Closing, the Revolving Credit may include loans, advances and extensions of credit in excess of the Borrowing Base (collectively, the "Permitted Overadvances") as follows: for the first ninety (90) days following Closing, the Permitted Overadvances may be in amounts up to One Million Five Hundred Thousand ($1,500,000.00) Dollars; on the ninety-first (91st) day following Closing, and on each thirtieth (30th) day thereafter, the maximum amount of Permitted Overadvances shall reduce by Two Hundred Fifty Thousand ($250,000.00) Dollars so that on the two hundred fortieth (240th) day following Closing, there shall be no Permitted Overadvance then outstanding; thereafter, no Permitted Overadvances shall be permitted, considered or made without the express written consent of Bank.
Permitted Overadvances. Notwithstanding the provisions of Section 2.1(a), so long as no Event of Default exists and is continuing, excluding any Default or Event of Default arising as a result of the Revolving Loans and LOC Obligations being in excess of the Revolving Borrowing Base or the principal amount of the Loans and LOC Obligations being in excess of the Total Borrowing Base, during the period between August 1, 2005 and September 30, 2005, subject to the terms and conditions of this Agreement, each Revolving Lender severally agrees to make Permitted Overadvances to the Borrowers for the purposes set forth in Section 6.15.
